Form 8-K

8-K — Ernexa Therapeutics Inc.

Accession: 0001493152-26-031920

Filed: 2026-07-02

Period: 2026-07-01

CIK: 0000748592

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 1, 2026

Ernexa

Therapeutics Inc.

(Exact

Name of Registrant as Specified in its Charter)

Delaware

001-11460

31-1103425

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1035

Cambridge Street, Suite 18A

Cambridge,

02141

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (617) 798-6700

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol

Name

of each exchange on which registered

Common

Stock, par value $0.005 per share

ERNA

The

Nasdaq Stock Market LLC

Common

Stock Purchase Warrants

ERNAW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934:

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.07 Submission of Matters to a Vote of Security Holders.

July 1, 2027, Ernexa Therapeutics Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

of the close of business on May 6, 2026, the record date for the Annual Meeting (the “Record Date”), There were 1,166,333

shares of our common stock issued and outstanding as of the Record Date, all of which are entitled to be voted at the annual meeting.

At the Annual Meeting, a total of 619,741 shares of the Company’s common stock, equivalent to approximately 53.13% of the outstanding

shares, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The final voting results for the proposals

submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

Proposal

1: Each of the director nominees identified below were elected to the Board of Directors of the Company to hold office until the

Company’s 2027 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set

forth below.

Votes

Broker

Director

For

Withheld

Non-Votes

James

Bristol

455,380

3,196

161,165

Peter

Cicala

455,121

3,455

161,165

Sanjeev

Luther

442,564

16,012

161,165

Elena

Ratner

455,633

2,943

161,165

William

Wexler

455,156

3,420

161,165

Proposal

2: The Company’s stockholders ratified, by the votes set forth below, the appointment of Haskell & White LLP as the Company’s

independent registered public accounting firm for the 2026 fiscal year.

Votes

Broker

For

Against

Abstentions

Non-Votes

590,236

29,010

495

—

Proposal

3: The Company’s stockholders approved the adoption of the 2026 Ernexa Therapeutics Inc. Omnibus Equity Incentive Plan by the

votes set forth below.

Votes

Broker

For

Against

Abstentions

Non-Votes

363,640

94,840

161,165

other matters were considered or voted upon at the Annual Meeting.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

2026 Ernexa Therapeutics Inc. Omnibus Equity Incentive Plan

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

-2-

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, hereunto duly authorized.

Ernexa

Therapeutics Inc.

Dated:

July 2, 2026

By:

/s/

Sanjeev Luther

Sanjeev

Luther

President

and Chief Executive Officer

-3-

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

ERNEXA

THERAPEUTICS INC.

2026

OMNIBUS EQUITY INCENTIVE PLAN

TABLE

OF CONTENTS

PAGE

Article 1. Effective Date, Objectives and Duration

1.1

Effective

Date of the Plan

1.2

Objectives

of the Plan

1.3

Duration

of the Plan

Article 2. Definitions

2.1

“Applicable

Law”

2.2

“Award”

2.3

“Award

Agreement”

2.4

“Board”

2.5

“Bonus

Shares”

2.6

“Cause”

2.7

“CEO”

2.8

“Code”

2.9

“Committee”

2.10

“Company”

2.11

“Compensation

Committee”

2.12

“Consultant”

2.13

“Corporate

Transaction”

2.14

“Deferred

Shares”

2.15

“Disability”

or “Disabled”

2.16

“Dividend

Equivalent”

2.17

“Effective

Date”

2.18

“Eligible

Person”

2.19

“Exchange

Act”

2.20

“Exercise

Price”

2.21

“Fair

Market Value”

2.22

“Grant

Date”

2.23

“Grantee”

2.24

“Incentive

Share Option”

2.25

“Including”

or “includes”

2.26

“Non-Employee

Director”

2.27

“Option”

2.28

“Other

Share-Based Award”

2.29

“Performance

Period”

2.30

“Performance

Share” and “Performance Share Unit”

2.31

“Period

of Restriction”

2.32

“Person”

2.33

“Restricted

Shares”

2.34

“Restricted

Share Units”

2.35

“Rule

16b-3”

2.36

“SEC”

2.37

“Section

16 Non-Employee Director”

2.38

“Section

16 Person”

2.39

“Share”

2.40

“Share

Appreciation Right” or “SAR”

2.41

“Subsidiary”

2.42

“Surviving

Company”

2.43

“Term”

2.44

“Termination

of Affiliation”

Article 3. Administration

3.1

Committee

3.2

Powers

of Committee

3.3

Repricing

Article 4. Shares Subject to the Plan

4.1

Number

of Shares Available for Grants

4.2

Adjustments

in Authorized Shares and Awards; Corporate Transaction, Liquidation or Dissolution

4.3

Evergreen

Provisions

4.4

Adjustments

Article 5. Eligibility and General Conditions of Awards

5.1

Eligibility

5.2

Award

Agreement

5.3

General

Terms and Termination of Affiliation

5.4

Non-transferability

of Awards

5.5

Cancellation

and Rescission of Awards

5.6

Stand-Alone,

Tandem and Substitute Awards

5.7

Compliance

with Rule 16b-3

5.8

Deferral

of Award Payouts

Article 6. Share Options

6.1

Grant

of Options

6.2

Award

Agreement

6.3

Option

Exercise Price

6.4

Grant

of Incentive Share Options

6.5

Payment

of Exercise Price

Article 7. Share Appreciation Rights

7.1

Issuance

7.2

Award

Agreements

7.3

SAR

Exercise Price

7.4

Exercise

and Payment

Article 8. Restricted Shares

8.1

Grant

of Restricted Shares

8.2

Award

Agreement

8.3

Consideration

for Restricted Shares

8.4

Effect

of Forfeiture

8.5

Escrow;

Legends

Article 9. Performance Share Units and Performance Shares

9.1

Grant

of Performance Share Units and Performance Shares

9.2

Value/Performance

Goals

9.3

Earning

of Performance Share Units and Performance Shares

Article 10. Deferred Shares and Restricted Share Units

10.1

Grant

of Deferred Shares and Restricted Share Units

10.2

Vesting

and Delivery

10.3

Voting

and Dividend Equivalent Rights Attributable to Deferred Shares and Restricted Share Units

Article 11. Dividend Equivalents

Article 12. Bonus Shares

Article 13. Other Share-Based Awards

Article 14. Non-Employee Director Awards

Article 15. Amendment, Modification, and Termination

15.1

Amendment,

Modification, and Termination

15.2

Awards

Previously Granted

Article 16. Compliance with Code Section 409A

Article 17. Withholding

17.1

Required

Withholding

17.2

Notification

under Code Section 83(b)

Article 18. Additional Provisions

18.1

Successors

18.2

Severability

18.3

Requirements

of Law

18.4

Securities

Law Compliance

18.5

Forfeiture

Events

18.6

Rights as a Shareholder

18.7

Nature

of Payments

18.8

Non-Exclusivity

of Plan

18.9

Governing

Law

18.10

Unfunded

Status of Awards; Creation of Trusts

18.11

Affiliation

18.12

Participation

18.13

Construction

18.14

Headings

18.15

Obligations

18.16

Right to Continue as Director

18.17

Shareholder

Approval

18.18

Forfeiture

of Shares

18.19

Issuances

18.20

Dividends on Unvested Awards

ERNEXA

THERAPEUTICS INC.

OMNIBUS

EQUITY INCENTIVE PLAN

Article

Effective

Date, Objectives and Duration

1.1

Effective Date of the Plan. The Ernexa Therapeutics Inc. Omnibus Equity Incentive Plan (the “Plan”) was adopted by

the Board of Ernexa Therapeutics Inc., a Delaware corporation (the “Company”), on May 6, 2026, subject to approval by the

Company’s shareholders. The Plan shall become effective on the date the Plan is approved by the Company’s shareholders (the

“Effective Date”).

1.2

Objectives of the Plan. The Plan is intended (a) to allow selected employees and Non-Employee Directors of and Consultants to

the Company and its Subsidiaries to acquire or increase equity ownership in the Company, thereby strengthening their commitment to the

success of the Company and stimulating their efforts on behalf of the Company, and to assist the Company and its Subsidiaries in attracting

new employees, officers, Non-Employee Directors and Consultants and retaining existing employees and Consultants, (b) to optimize the

profitability and growth of the Company and its Subsidiaries through incentives which are consistent with the Company’s goals,

(c) to provide Grantees with an incentive for excellence in individual performance, (d) to promote teamwork among employees, Consultants

and Non-Employee Directors, and (e) to attract and retain highly qualified persons to serve as Non-Employee Directors and to promote

ownership by such Non-Employee Directors of a greater proprietary interest in the Company, thereby aligning such Non-Employee Directors’

interests more closely with the interests of the Company’s shareholders.

1.3

Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board

to amend or terminate the Plan at any time pursuant to Article 15 hereof, until the earlier of the tenth anniversary of the Effective

Date, or the date all Shares subject to the Plan shall have been purchased or acquired and the restrictions on all Restricted Shares

granted under the Plan shall have lapsed, according to the Plan’s provisions.

Article

Definitions

Whenever

used in the Plan, the following terms shall have the meanings set forth below:

2.1

“Applicable Law” means (i) the laws of Delaware as they relate to the Company and its Shares; (ii) the legal requirements

relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations

and government orders of any jurisdiction applicable to Awards granted to residents; and (iii) the rules of any applicable securities

exchange, national market system or automated quotation system on which the Shares are listed, quoted or traded.

2.2

“Award” means Options (including non-qualified options and Incentive Share Options), SARs, Restricted Shares, Performance

Share Units (which may be paid in cash), Performance Shares, Deferred Shares, Restricted Share Units, Dividend Equivalents, Bonus Shares

or Other Share-Based Awards granted under the Plan.

2.3

“Award Agreement” means either (a) a written agreement entered into by the Company and a Grantee setting forth the

terms and provisions applicable to an Award granted under the Plan, or (b) a written statement issued by the Company to a Grantee describing

the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic,

internet or other non-paper Award Agreements and the use of electronic, internet or other non-paper means for the acceptance thereof

and actions thereunder by the Grantee.

2.4

“Board” means the Board of Directors of the Company, from time to time.

2.5

“Bonus Shares” means Shares that are awarded to a Grantee with or without cost and without restrictions either in

recognition of past performance (whether determined by reference to another employee benefit plan of the Company or otherwise), as an

inducement to become an Eligible Person or, with the consent of the Grantee, as payment in lieu of any cash remuneration otherwise payable

to the Grantee.

2.6

“Cause” means, except as otherwise defined in an Award Agreement:

(a)

the commission of any act by a Grantee constituting a felony or crime of moral turpitude (or their equivalent in a non-United States

jurisdiction);

(b)

an act of dishonesty, fraud, intentional misrepresentation, or harassment which, as determined in good faith by the Committee, would:

(i) materially adversely affect the business or the reputation of the Company or any of its Subsidiaries with their respective current

or prospective customers, suppliers, lenders and/or other third parties with whom such entity does or might do business; or (ii) expose

the Company or any of its Subsidiaries to a risk of civil or criminal legal damages, liabilities or penalties;

(c)

any material misconduct in violation of the Company’s or a Subsidiary’s written policies; or

(d)

willful and deliberate non-performance of the Grantee’s duties in connection with the business affairs of the Company or its Subsidiaries;

provided,

however, that if the Grantee has a written employment or consulting agreement with the Company or any of its Subsidiaries or participates

in any severance plan established by the Company applicable to Awards granted to the Grantee under the Plan that includes a definition

of “cause” (or a substantially equivalent term), then Cause shall have the meaning set forth in such employment or consulting

agreement or severance plan.

2.7

“CEO” means the Chief Executive Officer of the Company or any other named executive officer.

2.8

“Code” means the Internal Revenue Code of 1986, as amended from time to time. References to a particular section of

the Code include references to regulations and rulings thereunder and to successor provisions.

2.9

“Committee” has the meaning set forth in Section 3.1.

2.10

“Company” means Ernexa Therapeutics Inc., a company incorporated under the laws of Delaware.

2.11

“Compensation Committee” means the compensation committee of the Board.

2.12

“Consultant” means a consultant or advisor who is a natural person and who provides bona fide services to the Company,

a Parent or a Subsidiary; provided such services are not in connection with the offer or sale of securities in a capital-raising transaction

and do not directly or indirectly promote or maintain a market for the Company’s securities. For the avoidance of doubt, Awards

to Consultants must be granted directly to an individual and not to a legal entity; provided, however, that if a Consultant provides

services through a single-member entity or an entity in which the Consultant and his or her spouse are the sole owners, the Award may

be granted in the name of such entity.

2.13

“Corporate Transaction” has the meaning set forth in Section 4.2(b).

2.14

“Deferred Shares” means a right, granted under Article 10, to receive Shares at the end of a specified deferral period.

2.15

“Disability” or “Disabled” means, unless otherwise defined in an Award Agreement, or as otherwise

determined under procedures established by the Committee for purposes of the Plan, a Grantee is unable to engage in any substantial gainful

activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected

to last for a continuous period of not less than twelve (12) months.

2.16

“Dividend Equivalent” means a right to receive payments equal to dividends or property, if and when paid or distributed,

on a specified number of Shares.

2.17

“Effective Date” has the meaning set forth in Section 1.1.

2.18

“Eligible Person” means an Employee, Consultant or Director of the Company, any Parent or any Subsidiary.

2.19

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References to a particular

section of the Exchange Act include references to successor provisions.

2.20

“Exercise Price” means (a) with respect to an Option, the price at which a Share may be purchased by a Grantee pursuant

to such Option or (b) with respect to an SAR, the price established at the time an SAR is granted pursuant to Article 7, which is used

to determine the amount, if any, of the payment due to a Grantee upon exercise of the SAR. Notwithstanding the foregoing, the Exercise

Price may never be less than the par value per Share of US$0.005.

2.21

“Fair Market Value” means, as of any date, unless otherwise specifically provided in an Award Agreement, the value

of Shares determined as follows:

(a)

If the Shares are listed on one or more established and regulated securities exchanges, national market systems or automated quotation

systems on which Shares are listed, quoted or traded, Fair Market Value shall mean the closing price of a Share reported on the principal

exchange or system on which the Shares are traded on the applicable date or the Grant Date.

(b)

If the Shares are traded over the counter at the time a determination of Fair Market Value is required to be made hereunder, Fair Market

Value shall be deemed to be equal to the arithmetic mean between the reported high and low or closing bid and asked prices of a Share

on the applicable date, or if no such trades were made that day then the most recent date on which Shares were publicly traded.

(c)

In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination

of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate.

2.22

“Grant Date” means the date on which an Award is granted or such later date as specified in advance by the Committee.

2.23

“Grantee” means a person who has been granted an Award.

2.24

“Incentive Share Option” means an Option that is intended to meet the requirements of Section 422 of the Code.

2.25

“Including” or “includes” means “including, without limitation,” or “includes,

without limitation,” respectively.

2.26

“Non-Employee Director” means a member of the Board who is not an employee of the Company or any Subsidiary.

2.27

“Option” means an option granted under Article 6 of the Plan.

2.28

“Other Share-Based Award” means a right, granted under Article 13 hereof, that relates to or is valued by reference

to Shares or other Awards relating to Shares.

2.29

“Performance Period” means, with respect to an Award of Performance Shares or Performance Share Units, the period

of time during which the performance vesting conditions applicable to such Award must be satisfied.

2.30

“Performance Share” and “Performance Share Unit” have the respective meanings set forth in Article

2.31

“Period of Restriction” means the period during which Restricted Shares are subject to forfeiture if the conditions

specified in the Award Agreement are not satisfied.

2.32

“Person” means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust,

unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality,

division, agency, body or department.

2.33

“Restricted Shares” means Shares, granted under Article 8, that are both subject to forfeiture and are nontransferable

if the Grantee does not satisfy the conditions specified in the Award Agreement applicable to such Shares.

2.34

“Restricted Share Units” are rights, granted under Article 10, to receive Shares if the Grantee satisfies the conditions

specified in the Award Agreement applicable to such rights.

2.35

“Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together

with any successor rule.

2.36

“SEC” means the United States Securities and Exchange Commission, or any successor thereto.

2.37

“Section 16 Non-Employee Director” means a member of the Board who satisfies the requirements to qualify as a “non-employee

director” under Rule 16b-3.

2.38

“Section 16 Person” means a person who is subject to potential liability under Section 16(b) of the Exchange Act with

respect to transactions involving equity securities of the Company.

2.39

“Share” means a share of Common Stock of the Company, par value US$0.005, and such other securities of the Company,

as may be substituted or resubstituted for Shares pursuant to Section 4.2 hereof.

2.40

“Share Appreciation Right” or “SAR” means an Award granted under Article 7 of the Plan.

2.41

“Subsidiary” means any corporation or other entity, including but not limited to partnerships, limited liability companies,

exempted companies and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) shares possessing

more than fifty percent (50%) of the total combined voting power of all classes of shares entitled to vote, or more than fifty percent

(50%) of the total value of all shares of all classes of shares of such corporation, or (b) an aggregate of more than fifty percent (50%)

of the profits interest or capital interest of a non-corporate entity.

2.42

“Surviving Company” means (a) the surviving entity in any merger, consolidation or similar transaction, involving

the Company (including the Company if the Company is the surviving entity), (b) or the direct or indirect parent company of such surviving

entity or (c) the direct or indirect parent company of the Company following a sale of substantially all of the issued and outstanding

Shares of the Company.

2.43

“Term” of any Option or SAR means the period beginning on the Grant Date of an Option or SAR and ending on the date

such Option or SAR expires, terminates or is cancelled. No Option or SAR granted under this Plan shall have a Term exceeding 10 years.

2.44

“Termination of Affiliation” occurs on the first day on which an individual is for any reason no longer performing

services for the Company or any Subsidiary in the capacity of an employee of, a non-employee Consultant to, or a Non-Employee Director

of, the Company or any Subsidiary or with respect to an individual who is an employee of, a non-employee Consultant to or a Non-Employee

Director of a Subsidiary, the first day on which such entity ceases to be a Subsidiary of the Company unless such individual continues

to perform Services for the Company or another Subsidiary without interruption after such entity ceases to be a Subsidiary.

Article

Administration

3.1

Committee.

(a)

Subject to Article 14, and to subsection (b) and to Section 3.2, the Plan shall be administered by the Compensation Committee. In the

event that the Board determines that the Compensation Committee shall not be the administrator of the Plan, the term “Committee”

as used hereunder shall (except as provided for in subsection (b)) mean the committee of the Board designated to administer the Plan,

or the full Board should the Board so designate. The Committee may delegate to the CEO any or all of the authority of the Committee with

respect to Awards to Grantees other than Grantees who are executive officers, Non-Employee Directors, or Section 16 Persons at the time

any such delegated authority is exercised.

(b)

Unless the context requires otherwise, any references herein to “Committee” include references to the CEO to the extent the

CEO has been delegated authority pursuant to subsection (a); provided that (i) for purposes of Awards to Non-Employee Directors, “Committee”

shall include only the full Board, and (ii) for purposes of Awards intended to comply with Rule 16b-3, the “Committee” shall

include only the Compensation Committee.

3.2

Powers of Committee. Subject to and consistent with the provisions of the Plan (including Article 14), the Committee has full

and final authority and sole discretion as follows; provided that any such authority or discretion exercised with respect to a specific

Non-Employee Director shall be approved by a majority of the members of the Board, but excluding the Non-Employee Director with respect

to whom such authority or discretion is exercised:

(a)

to determine when, to whom and in what types and amounts Awards should be granted;

(b)

to grant Awards to Eligible Persons in any number and to determine the terms and conditions applicable to each Award (including the number

of Shares or the amount of cash or other property to which an Award will relate, any Exercise Price or purchase price, any limitation

or restriction, any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations, forfeiture

restrictions, restrictions on exercisability or transferability, any performance goals including those relating to the Company and/or

a Subsidiary and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based in each case on such

considerations as the Committee shall determine);

(c)

to determine the benefit payable, including where applicable the number of Shares issued, under any Performance Share Unit, Performance

Share, Dividend Equivalent, Other Share-Based Award or Cash Incentive Award and to determine whether any performance or vesting conditions

have been satisfied;

(d)

to determine whether or not specific Awards shall be granted in connection with other specific Awards, and if so, whether they shall

be exercisable cumulatively with, or alternatively to, such other specific Awards and all other matters to be determined in connection

with an Award;

(e)

to determine the Term of any Option or SAR;

(f)

to determine the amount, if any, that a Grantee shall pay for Restricted Shares, whether to permit or require the payment of cash dividends

thereon to be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise

of an Option) shall be forfeited and whether such shares shall be held in escrow;

(g)

to determine whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may be

paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered or

any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and

conditions applicable to, any Award or any group of Awards for any reason and at any time;

(h)

to determine with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares, other

Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or

automatically pursuant to the terms of the Award Agreement;

(i)

to offer to exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;

(j)

to construe and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the administration

of the Plan;

(k)

to make, amend, suspend, waive and rescind rules and regulations relating to the Plan;

(l)

to appoint such agents as the Committee may deem necessary or advisable to administer the Plan;

(m)

to determine the terms and conditions of all Award Agreements applicable to Eligible Persons (which need not be identical) and, with

the consent of the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards to

the extent permitted by the Plan; provided that the consent of the Grantee shall not be required for any amendment (i) which does not

adversely affect the rights of the Grantee, or (ii) which is necessary or advisable (as determined by the Committee) to carry out the

purpose of the Award as a result of any new Applicable Law or change in an existing Applicable Law, or (iii) to the extent the Award

Agreement specifically permits amendment without consent;

(n)

to cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefor;

(o)

to impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently

with the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised by a Grantee;

(p)

to make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including

events described in Section 4.2) affecting the Company or a Subsidiary or the financial statements of the Company or a Subsidiary, or

in response to changes in Applicable Law, regulations or accounting principles;

(q)

to correct any defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, the rules and regulations,

and Award Agreement or any other instrument entered into or relating to an Award under the Plan; and

(r)

to take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions

and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration

of the Plan.

Any

action of the Committee with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries,

any Grantee, any person claiming any rights under the Plan from or through any Grantee, and shareholders. If not specified in the Plan,

the time at which the Committee must or may make any determination shall be determined by the Committee, and any such determination may

thereafter be modified by the Committee. The express grant of any specific power to the Committee, and the taking of any action by the

Committee, shall not be construed as limiting any power or authority of the Committee. Subject to Section 3.1(b), the Committee may delegate

to officers of the Company or any Subsidiary the authority, subject to such terms as the Committee shall determine, to perform specified

functions under the Plan.

3.3

No Repricing. Notwithstanding any provision in Section 3.2 to the contrary, the terms of any outstanding Option or SAR may not

be amended to reduce the Exercise Price of such Option or SAR or cancel any outstanding Option or SAR in exchange for other Options or

SARs with an Exercise Price that is less than the Exercise Price of the cancelled Option or SAR or for any cash payment (or Shares having

a Fair Market Value) in an amount that exceeds the excess of the Fair Market Value of the Shares underlying such cancelled Option or

SAR over the aggregate Exercise Price of such Option or SAR or for any other Award, without shareholder approval; provided, however,

that the restrictions set forth in this Section 3.3, shall not apply (i) unless the Company has a class of shares that is registered

under Section 12 of the Exchange Act or (ii) to any adjustment allowed under to Section 4.2.

Article

Subject to the Plan

4.1

Number of Shares Available for Grants.

(a)

Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved

for issuance under the Plan (including Incentive Share Options) shall be 350,000 Shares.

(b)

If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited

or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any

such forfeiture or termination, shall again be available for grant under the Plan except where otherwise specified hereunder. For avoidance

of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise

of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated

as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again

be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased

through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted

hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having

been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated

as available for issuance under the Plan.

(c)

Shares issued pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares

repurchased by the Company for purposes of the Plan. Additionally, at the discretion of the Committee, any Shares distributed pursuant

to an Award may be represented by American Depositary Shares.

4.2

Adjustments in Authorized Shares and Awards; Corporate Transaction, Liquidation or Dissolution.

(a)

Adjustment in Authorized Shares and Awards. In the event that the Committee determines that any dividend or other distribution

(whether in the form of cash, equity, or other property), recapitalization, forward or reverse share split, subdivision, consolidation

or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the

Company or repurchase or exchange of Shares or other securities of the Company or other rights to purchase Shares or other securities

of the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined by the Committee

to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under

the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or

other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or

property) subject to outstanding Awards, (iii) the Exercise Price with respect to any Option or SAR or, if deemed appropriate, make provision

for a cash payment to the holder of an outstanding Award, and (iv) the number and kind of Shares of outstanding Restricted Shares, or

the Shares underlying any other form of Award. Notwithstanding the foregoing, no such adjustment shall be authorized with respect to

any Options or SARs to the extent that such adjustment would cause the Option or SAR to violate Section 424(a) of the Code or otherwise

subject any Grantee to taxation under Section 409A of the Code; and provided further that the number of Shares subject to any

Award denominated in Shares shall always be a whole number. In the event any such adjustment would result in a fractional Share, such

fractional Share shall be rounded down to the nearest whole Share.

(b)

Merger, Consolidation or Similar Corporate Transaction. In the event of a merger or consolidation of the Company with or into

another entity or a sale of substantially all of the Shares of the Company (a “Corporate Transaction”), any outstanding Awards

that have not yet vested as of the consummation of such Corporate Transaction shall immediately accelerate and vest in full.

(c)

Liquidation, Winding-Up or Dissolution of the Company. In the event of the proposed liquidation, winding-up or dissolution of

the Company, each Award will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the

Committee. Additionally, the Committee may, in the exercise of its sole discretion, cause Awards to be vested and non-forfeitable and

cause any conditions on any such Award to lapse, as to all or any part of such Award, including Shares as to which the Award would not

otherwise be exercisable or non-forfeitable and allow all Grantees to exercise such Awards of Options and SARs within a reasonable period

prior to the consummation of such proposed action. Any Awards that remain unexercised upon consummation of such proposed action shall

be cancelled.

4.3

Evergreen Provision. On January 1 of each year beginning in 2027 and ending in (and including) 2036, the number of Shares reserved

under the Plan will be automatically increased by an amount equal to the lesser of:

(i)

5% of the number of shares of Common Stock outstanding on December 31 of the immediately preceding year; or

(ii)

such other number determined by the Board.

4.4

Adjustments. In the event of stock splits, reverse stock splits, stock dividends, recapitalizations or other corporate reorganizations

or similar events, the number of shares subject to the evergreen provision shall be appropriately adjusted to reflect such events.

Article

Eligibility

and General Conditions of Awards

5.1

Eligibility. The Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously

received an Award; provided, however, that all Awards made to Non-Employee Directors shall be determined by the Board in its sole discretion.

5.2

Award Agreement. To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in an Award

Agreement.

5.3

General Terms and Termination of Affiliation. The Committee may impose on any Award or the exercise or settlement thereof, at

the date of grant or, subject to the provisions of Section 15.2, thereafter, such additional terms and conditions not inconsistent with

the provisions of the Plan as the Committee shall determine, including terms requiring forfeiture, acceleration or pro-rata acceleration

of Awards in the event of a Termination of Affiliation by the Grantee. Awards may be granted for no consideration other than prior and

future services. Except as set forth in an Award Agreement or as otherwise determined by the Committee, (a) all Options and SARs that

are not vested and exercisable at the time of a Grantee’s Termination of Affiliation, and any other Awards that remain subject

to a risk of forfeiture or which are not otherwise vested at the time of the Grantee’s Termination of Affiliation shall be forfeited

to the Company and (b) all outstanding Options and SARs not previously exercised shall expire three months after the Grantee’s

Termination of Affiliation. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted,

that would violate any Applicable Law.

5.4

Non-transferability of Awards.

(a)

Each Award and each right under any Award shall be exercisable only by the Grantee during the Grantee’s lifetime, or, if permissible

under Applicable Law, by the Grantee’s guardian or legal representative.

(b)

No Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned,

alienated, pledged, mortgaged, encumbered, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by will

or by the laws of descent and distribution (or in the case of Restricted Shares, to the Company), and any such purported assignment,

alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Subsidiary;

provided that the designation of a beneficiary to receive benefits in the event of the Grantee’s death shall not constitute an

assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(c)

Notwithstanding subsections (a) and (b) above, to the extent provided in the Award Agreement or as otherwise approved by the Committee,

Options (other than Incentive Share Options) and Restricted Shares, may be transferred, without consideration, to a Permitted Transferee.

For this purpose, a “Permitted Transferee” in respect of any Grantee means any member of the Immediate Family of such Grantee,

any trust of which all of the primary beneficiaries are such Grantee or members of his or her Immediate Family, or any partnership (including

limited liability companies and similar entities) of which all of the partners or members are such Grantee or members of his or her Immediate

Family; and the “Immediate Family” of a Grantee means the Grantee’s spouse, children, stepchildren, grandchildren,

parents, stepparents, siblings, grandparents, nieces and nephews. Such Option may be exercised by such transferee in accordance with

the terms of the Award Agreement. If so determined by the Committee, a Grantee may, in the manner established by the Committee, designate

a beneficiary or beneficiaries to exercise the rights of the Grantee, and to receive any distribution with respect to any Award upon

the death of the Grantee. A transferee, beneficiary, guardian, legal representative or other person claiming any rights under the Plan

from or through any Grantee shall be subject to and consistent with the provisions of the Plan and any applicable Award Agreement, except

to the extent the Plan and Award Agreement otherwise provide with respect to such persons, and to any additional restrictions or limitations

deemed necessary or appropriate by the Committee.

5.5

Cancellation and Rescission of Awards. Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend,

withhold, or otherwise limit or restrict any unexercised Award at any time if the Grantee is not in compliance with all applicable provisions

of the Award Agreement and the Plan or if the Grantee has a Termination of Affiliation.

5.6

Stand-Alone, Tandem and Substitute Awards.

(a)

Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or

in substitution for, any other Award granted under the Plan unless such tandem or substitution Award would subject the Grantee to tax

penalties imposed under Section 409A of the Code. If an Award is granted in substitution for another Award or any non-Plan award or benefit,

the Committee shall require the surrender of such other Award or non-Plan award or benefit in consideration for the grant of the new

Award. Awards granted in addition to or in tandem with other Awards or non-Plan awards or benefits may be granted either at the same

time as or at a different time from the grant of such other Awards or non-Plan awards or benefits; provided, however, that if any SAR

is granted in tandem with an Incentive Share Option, such SAR and Incentive Share Option must have the same Grant Date, Term and the

Exercise Price of the SAR may not be less than the Exercise Price of the Incentive Share Option.

(b)

The Committee may, in its discretion and on such terms and conditions as the Committee considers appropriate in the circumstances, grant

Awards under the Plan (“Substitute Awards”) in substitution for Shares and Share-based awards (“Acquired Entity Awards”)

held by current or former employees or non-employee directors of, or Consultants to, another corporation or entity who become Eligible

Persons as the result of a merger or consolidation of the employing corporation or other entity (the “Acquired Entity”) with

the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or shares of the Acquired Entity immediately

prior to such merger, consolidation or acquisition in order to preserve for the Grantee the economic value of all or a portion of such

Acquired Entity Award at such price as the Committee determines necessary to achieve preservation of economic value. The limitations

in Section 4.1(a) on the number of Shares reserved or available for grants shall not apply to Substitute Awards granted under this Section

5.6(b).

5.7

Compliance with Rule 16b-3.

(a)

Six-Month Holding Period Advice. The provisions of this Section 5.7 shall apply only to Section 16 Persons. Unless a Grantee who

is a Section 16 Person could otherwise dispose of or exercise a derivative security or dispose of Shares issued under the Plan without

incurring liability under Section 16(b) of the Exchange Act, the Committee may advise or require such Grantee to comply with the following

in order to avoid incurring liability under Section 16(b) of the Exchange Act: (i) at least six months must elapse from the date of acquisition

of a derivative security under the Plan to the date of disposition of the derivative security (other than upon exercise or conversion)

or its underlying equity security, and (ii) Shares granted or awarded under the Plan other than upon exercise or conversion of a derivative

security must be held for at least six months from the date of grant of an Award.

(b)

Reformation to Comply with Exchange Act Rules. To the extent the Committee determines that a grant or other transaction by a Section

16 Person should comply with applicable provisions of Rule 16b-3 (except for transactions exempted under alternative Exchange Act rules),

the Committee shall take such actions as necessary to make such grant or other transaction so comply, and if any provision of this Plan

or any Award Agreement relating to a given Award does not comply with the requirements of Rule 16b-3 as then applicable to any such grant

or transaction, such provision will be construed or deemed amended, if the Committee so determines, to the extent necessary to conform

to the then applicable requirements of Rule 16b-3.

(c)

Rule 16b-3 Administration. Any function relating to a Section 16 Person shall be performed solely by the Committee or the Board

if necessary to ensure compliance with applicable requirements of Rule 16b-3, to the extent the Committee determines that such compliance

is desired. Each member of the Committee or person acting on behalf of the Committee shall be entitled to, in good faith, rely or act

upon any report or other information furnished to him by any officer, manager or other employee of the Company or any Subsidiary, the

Company’s independent certified public accountants or any executive compensation consultant or attorney or other professional retained

by the Company to assist in the administration of the Plan.

5.8

Deferral of Award Payouts. The Committee may permit a Grantee to defer, or if and to the extent specified in an Award Agreement

require the Grantee to defer, receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the lapse

or waiver of restrictions with respect to Restricted Share Units, the satisfaction of any requirements or goals with respect to Performance

Share Units or Performance Shares, the lapse or waiver of the deferral period for Deferred Shares, or the lapse or waiver of restrictions

with respect to Other Share-Based Awards or Cash Incentive Awards. If the Committee permits such deferrals, the Committee shall establish

rules and procedures for making such deferral elections and for the payment of such deferrals. Except as otherwise provided in an Award

Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered to the Grantee as specified in the

Award Agreement or pursuant to the Grantee’s deferral election.

Article

Options

6.1

Grant of Options. Subject to and consistent with the provisions of the Plan, Options may be granted to any Eligible Person in

such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee.

6.2

Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the Term of

the Option, the number of Shares to which the Option pertains, the time or times at which such Option shall be exercisable and such other

provisions as the Committee shall determine.

6.3

Option Exercise Price. The Exercise Price of an Option under this Plan shall be determined in the sole discretion of the Committee

but may not be less than 100% of the Fair Market Value of a Share on the Grant Date.

6.4

Grant of Incentive Share Options. At the time of the grant of any Option, the Committee may in its discretion designate that such

Option shall be made subject to additional restrictions to permit it to qualify as an Incentive Share Option. Any Option designated as

an Incentive Share Option:

(a)

shall be granted only to an employee of the Company or a Subsidiary;

(b)

shall have an Exercise Price of not less than 100% of the Fair Market Value of a Share on the Grant Date, and, if granted to a person

who owns Shares (including Shares treated as owned under Section 424(d) of the Code) possessing more than 10% of the total combined voting

power of all classes of shares of the Company or any Subsidiary (a “More Than 10% Owner”), have an Exercise Price not less

than 110% of the Fair Market Value of a Share on its Grant Date;

(c)

shall be for a period of not more than 10 years (five years if the Grantee is a More Than 10% Owner) from its Grant Date, and shall be

subject to earlier termination as provided herein or in the applicable Award Agreement;

(d)

shall not have an aggregate Fair Market Value (as of the Grant Date) of the Shares with respect to which Incentive Share Options (whether

granted under the Plan or any other share option plan of the Grantee’s employer or any parent or Subsidiary (“Other Plans”))

are exercisable for the first time by such Grantee during any calendar year (“Current Grant”), determined in accordance with

the provisions of Section 422 of the Code, which exceeds US$100,000 (the “$100,000 Limit”);

(e)

shall, if the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive

Share Options previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar year (“Prior

Grants”) would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable as a separate option

that is not an Incentive Share Option at such date or dates as are provided in the Current Grant;

(f)

shall require the Grantee to notify the Committee of any disposition of any Shares issued pursuant to the exercise of the Incentive Share

Option under the circumstances described in Section 421(b) of the Code (relating to holding periods and certain disqualifying dispositions)

(“Disqualifying Disposition”) within 10 days of such a Disqualifying Disposition;

(g)

shall by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised,

during the Grantee’s lifetime, only by the Grantee; provided, however, that the Grantee may, to the extent provided in the Plan

in any manner specified by the Committee, designate in writing a beneficiary to exercise his or her Incentive Share Option after the

Grantee’s death; and

(h)

shall, if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422

of the Code for an Incentive Share Option, be treated for all purposes of this Plan, except as otherwise provided in subsections (d)

and (e) above, as an Option that is not an Incentive Share Option.

Notwithstanding

the foregoing and Section 3.2, the Committee may, without the consent of the Grantee, at any time before the exercise of an Option (whether

or not an Incentive Share Option), take any action necessary to prevent such Option from being treated as an Incentive Share Option.

6.5

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a

written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied

by full payment for the Shares made by any one or more of the following means:

(a)

cash, personal check or wire transfer;

(b)

with the approval of the Committee, delivery of Shares owned by the Grantee prior to exercise, valued at Fair Market Value on the date

of exercise;

(c)

with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the

date of exercise;

(d)

with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market

Value on the date of exercise; or

(e)

subject to Applicable Law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002 if applicable),

through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable

notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for

such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by

Grantee by reason of such exercise.

The

Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the

Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted

Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the

number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the

date of exercise of the Option.

Article

Appreciation Rights

7.1

Issuance. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant

SARs to any Eligible Person either alone or in addition to other Awards granted under the Plan. Such SARs may, but need not, be granted

in connection with a specific Option granted under Article 6. The Committee may impose such conditions or restrictions on the exercise

of any SAR as it shall deem appropriate.

7.2

Award Agreement. Each SAR grant shall be evidenced by an Award Agreement in such form as the Committee may approve and shall contain

such terms and conditions not inconsistent with other provisions of the Plan as shall be determined from time to time by the Committee.

7.3

SAR Exercise Price. The Exercise Price of an SAR shall be determined by the Committee in its sole discretion; provided that the

Exercise Price shall not be less than 100% of the Fair Market Value of a Share on the date of the grant of the SAR.

7.4

Exercise and Payment. Upon the exercise of an SAR, a Grantee shall be entitled to receive payment from the Company in an amount

determined by multiplying:

(a)

The excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price; by

(b)

The number of Shares with respect to which the SAR is exercised.

SARs

shall be deemed exercised on the date written notice of exercise in a form acceptable to the Committee is received by the Company. The

Company shall make payment in respect of any SAR within five (5) days of the date the SAR is exercised. Any payment by the Company in

respect of a SAR may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its sole discretion, shall

determine or, to the extent permitted under the terms of the applicable Award Agreement, at the election of the Grantee.

Article

Restricted

8.1

Grant of Restricted Shares. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time

to time, may grant Restricted Shares to any Eligible Person in such amounts as the Committee shall determine.

8.2

Award Agreement. Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the Period(s) of

Restriction, the number of Restricted Shares granted, and such other provisions as the Committee shall determine. The Committee may impose

such conditions and/or restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including restrictions

based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance

goals, and/or restrictions under applicable securities laws; provided that such conditions and/or restrictions may lapse, if so determined

by the Committee, in the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination

by the Company or a Subsidiary without Cause.

8.3

Consideration for Restricted Shares. The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted

Shares.

8.4

Effect of Forfeiture. If Restricted Shares are forfeited, and if the Grantee was required to pay for such shares or acquired such

Restricted Shares upon the exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Company at

a price equal to the lesser of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market Value of a Share

on the date of such forfeiture. The Company shall pay to the Grantee the deemed sale price as soon as is administratively practical.

Such Restricted Shares shall cease to be outstanding and shall no longer confer on the Grantee thereof any rights as a shareholder of

the Company, from and after the date of the event causing the forfeiture, whether or not the Grantee accepts the Company’s tender

of payment for such Restricted Shares.

8.5

Escrow; Legends. The Committee may provide that the certificates (if any) for any Restricted Shares (x) shall be held (together

with a share transfer power executed in blank by the Grantee) in escrow by the Company until such Restricted Shares become non-forfeitable

or are forfeited and/or (y) shall bear an appropriate legend restricting the transfer of such Restricted Shares under the Plan. If any

Restricted Shares become non-forfeitable, the Company shall cause certificates (if any) for such shares to be delivered without such

legend.

Article

Performance

Share Units and Performance Shares

9.1

Grant of Performance Share Units and Performance Shares. Subject to and consistent with the provisions of the Plan, Performance

Share Units or Performance Shares may be granted to any Eligible Person in such amounts and upon such terms, and at any time and from

time to time, as shall be determined by the Committee.

9.2

Value/Performance Goals. The Committee shall set performance goals in its discretion which, depending on the extent to which they

are met, will determine the number or value of Performance Units or Performance Shares that will be paid to the Grantee.

(a)

Performance Unit. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant.

(b)

Performance Share. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of

grant.

9.3

Earning of Performance Share Units and Performance Shares.

(a)

After the applicable Performance Period has ended, the holder of Performance Units or Performance Shares shall be entitled to payment

based on the level of achievement of performance goals set by the Committee. In determining the actual amount of an individual Grantee’s

performance compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the performance compensation

Award earned during the Performance Period through the use of negative discretion if, in its sole judgment, such reduction or elimination

is appropriate. The Committee shall not have the discretion, except as is otherwise provided in this Plan, to (A) grant or provide payment

in respect of performance compensation Awards for a Performance Period if the performance goals for such Performance Period have not

been attained; or (B) increase a performance compensation Award above the applicable overall share issuance limitations set forth in

this Plan.

(b)

The performance criteria that will be used to establish the performance goal(s) required to be achieved for the vesting of Performance

Share Units or Performance Shares shall be based on the attainment of specific levels of performance of the Company and/or one or more

Affiliates, divisions or operational units, or any combination of the foregoing, as determined by the Committee, which criteria will

be based on one or more of the following business criteria or any combination thereof: (i) revenue; (ii) sales; (iii) profit (net profit,

gross profit, operating profit, economic profit, profit margins or other corporate profit measures); (iv) earnings (EBIT, EBITDA, earnings

per share, or other corporate earnings measures); (v) net income (before or after taxes, operating income or other income measures);

(vi) cash (cash flow, cash generation or other cash measures); (vii) share price or performance; (viii) total shareholder return (share

price appreciation plus reinvested dividends divided by beginning share price); (ix) economic value added; (x) return measures (including,

but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales);

(xi) market share; (xii) improvements in capital structure; (xiii) expenses (expense management, expense ratio, expense efficiency ratios

or other expense measures); (xiv) business expansion or consolidation (acquisitions and divestitures); (xv) internal rate of return or

increase in net present value; (xvi) working capital targets relating to inventory and/or accounts receivable; (xvii) inventory management;

(xviii) service or product delivery or quality; (xix) employee retention; (xx) safety standards; (xxi) productivity measures; (xxii)

cost reduction measures; and/or (xxiii) strategic plan development and implementation.

(c)

At the discretion of the Committee, the settlement of Performance Share Units or Performance Shares may be in cash, Shares of equivalent

value, or in some combination thereof, as set forth in the Award Agreement.

(d)

If a Grantee is promoted, demoted or transferred to a different business unit of the Company during a Performance Period, then, to the

extent the Committee determines that the Award, the performance goals, or the Performance Period are no longer appropriate, the Committee

may adjust, change, eliminate or cancel the Award, the performance goals, or the applicable Performance Period, as it deems appropriate

in order to make them appropriate and comparable to the initial Award, the performance goals, or the Performance Period.

(e)

At the discretion of the Committee, a Grantee may be entitled to receive any dividends or Dividend Equivalents declared with respect

to Shares issuable in connection with vested Performance Shares which have been earned, but not yet issued to the Grantee.

Article

10.

Deferred

Shares and Restricted Share Units

10.1

Grant of Deferred Shares and Restricted Share Units. Subject to and consistent with the provisions of the Plan, the Committee,

at any time and from time to time, may grant Deferred Shares and/or Restricted Share Units to any Eligible Person, in such amount and

upon such terms as the Committee shall determine.

10.2

Vesting and Delivery.

(a)

Deferred Shares. Delivery of Shares subject to a Deferred Shares grant will occur upon expiration of the deferral period or upon

the occurrence of one or more of the distribution events described in Section 409A(a)(2) of the Code as specified by the Committee in

the Grantee’s Award Agreement for the Award of Deferred Shares. An Award of Deferred Shares may be subject to such substantial

risk of forfeiture conditions as the Committee may impose, which conditions may lapse at such times or upon the achievement of such objectives

as the Committee shall determine at the time of grant or thereafter. Unless otherwise determined by the Committee, to the extent that

the Grantee has a Termination of Affiliation while the Deferred Shares remains subject to a substantial risk of forfeiture, such Deferred

Shares shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s

Termination of Affiliation due to death, Disability, or involuntary termination by the Company or a Subsidiary without “cause.”

(b)

Restricted Share Units. Delivery of Shares subject to a grant of Restricted Share Units will occur upon the expiration of the

period during which the Restricted Share Units are subject to a substantial risk of forfeiture. Unless otherwise determined by the Committee,

to the extent that the Grantee has a Termination of Affiliation while the Restricted Share Units remains subject to a substantial risk

of forfeiture, such Restricted Share Units shall be forfeited, unless the Committee determines that such substantial risk of forfeiture

shall lapse in the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination by the

Company or a Subsidiary without “cause.”

10.3

Voting and Dividend Equivalent Rights Attributable to Deferred Shares and Restricted Share Units. A Grantee awarded Deferred Shares or

Restricted Share Units will have no voting rights with respect to such Deferred Shares or Restricted Share Units prior to the delivery

of Shares in settlement of such Deferred Shares and/or Restricted Share Units. Unless otherwise determined by the Committee, a Grantee

will have the rights to receive Dividend Equivalents in respect of Deferred Shares and/or Restricted Share Units, which Dividend Equivalents

shall be deemed reinvested in additional Shares of Deferred Shares or Restricted Share Units, as applicable, which shall remain subject

to the same forfeiture conditions applicable to the Deferred Shares or Restricted Share Units to which such Dividend Equivalents relate.

Article

11.

Dividend

Equivalents

The

Committee is authorized to grant Awards of Dividend Equivalents alone or in conjunction with other Awards. The Committee may provide

that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares or

additional Awards or otherwise reinvested subject to distribution at the same time and subject to the same conditions as the Award to

which it relates; provided, however, that any Dividend Equivalents granted in conjunction with any Award that is subject to forfeiture

conditions shall remain subject to the same forfeiture conditions applicable to the Award to which such Dividend Equivalents relate and

any payments in respect of any Dividend Equivalents granted in conjunction with any Options or SARs may not be conditioned, directly

or indirectly, on the Grantee’s exercise of the Options or SARs or paid at the same time that the Options or SARs are exercised.

Article

12.

Bonus

Subject

to the terms of the Plan, the Committee may grant Bonus Shares to any Eligible Person, in such amount and upon such terms and at any

time and from time to time as shall be determined by the Committee.

Article

13.

Other

Share-Based Awards

The

Committee is authorized, subject to limitations under Applicable Law, to grant such other Awards that are denominated or payable in,

valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent

with the purposes of the Plan, including Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable

debt securities or other rights convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of

or the performance of specified Subsidiaries. Subject to and consistent with the provisions of the Plan, the Committee shall determine

the terms and conditions of such Awards. Except as provided by the Committee, Shares issued pursuant to a purchase right granted under

this Article 13 shall be purchased for such consideration, paid for by such methods and in such forms, including cash, Shares, outstanding

Awards or other property, as the Committee shall determine.

Article

14.

Non-Employee

Director Awards

Subject

to the terms of the Plan, the Board may grant Awards to any Non-Employee Director, in such amount and upon such terms and at any time

and from time to time as shall be determined by the full Board in its sole discretion. Except as otherwise provided in Section 5.6(b),

a Non-Employee Director may not be granted Awards with respect to Shares that have a Fair Market Value (determined as of the date of

grant) in excess of US$1,000,000 in a single calendar year.

Article

15.

Amendment,

Modification, and Termination

15.1

Amendment, Modification, and Termination. Subject to Section 15.2, the Board may, at any time and from time to time, alter, amend,

suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s shareholders, except that

(a) any amendment or alteration shall be subject to the approval of the Company’s shareholders if such shareholder approval is

required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares

may then be listed or quoted, and (b) the Board may otherwise, in its discretion, determine to submit other such amendments or alterations

to shareholders for approval.

15.2

Awards Previously Granted. Except as otherwise specifically permitted in the Plan or an Award Agreement, no termination, amendment,

or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written

consent of the Grantee of such Award.

Article

16.

Compliance

with Code Section 409A

The

Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, the requirements of Section 409A of the

Code. The Plan and all Awards granted under this Plan shall be administered, interpreted, and construed in a manner consistent with Section

409A of the Code to the extent necessary to avoid the imposition of additional taxes under Section 409A(a)(1)(B) of the Code. To the

extent that the Committee determines that any Award is subject to Section 409A of the Code, the Award Agreement evidencing such Award

shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements

shall be interpreted in accordance with Section 409A of the Code and U.S. Department of Treasury regulations and other interpretive guidance

issued thereunder. Notwithstanding any provision of the Plan or any Award Agreement to the contrary, if the Committee determines that

any Award may be subject to Section 409A of the Code, the Committee may adopt such amendments to the Plan and each applicable Award Agreement

as the Committee determines necessary or appropriate to (a) exempt the Award from Section 409A of the Code, or (b) comply with the requirements

of Section 409A of the Code and related U.S. Department of Treasury guidance.

Article

17.

Withholding

17.1

Required Withholding.

(a)

The Committee in its sole discretion may provide that when taxes under any Applicable Law are to be withheld in connection with the exercise

of an Option or SAR, or upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, or upon payment of any other

benefit or right under this Plan (the date on which such exercise occurs or such restrictions lapse or such payment of any other benefit

or right occurs hereinafter referred to as the “Tax Date”), the Grantee may elect to make payment for the withholding of

taxes under Applicable Law, including without limitation United States federal, state and local taxes, including Social Security and

Medicare (“FICA”) taxes, by one or a combination of the following methods:

(i)

payment of an amount in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise

of an Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, through a broker-dealer to

whom the Grantee has submitted an irrevocable instructions to deliver promptly to the Company, the amount to be withheld);

(ii)

delivering part or all of the amount to be withheld in the form of Shares valued at its Fair Market Value on the Tax Date;

(iii)

requesting the Company to withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse

of restrictions on Restricted Shares, or upon the transfer of Shares, a number of Shares having a Fair Market Value on the Tax Date equal

to the amount to be withheld; or

(iv)

withholding from any compensation otherwise due to the Grantee.

The

Committee shall provide that the amount of tax withholding upon exercise of an Option or SARs, upon the lapse of restrictions on Restricted

Shares, or upon the transfer of Shares, to be satisfied by withholding Shares upon exercise of such Option or SAR, upon the lapse of

restrictions on Restricted Shares, or upon the transfer of Shares, pursuant to clause (iii) above shall not exceed the maximum amount

of taxes, including FICA taxes, required to be withheld under federal, state and local law. An election by Grantee under this subsection

is irrevocable. Any fractional share amount and any additional withholding not paid by the withholding or surrender of Shares must be

paid in cash. If no timely election is made, the Grantee must deliver cash to satisfy all tax withholding requirements.

(b)

Any Grantee who makes a Disqualifying Disposition (as defined in Section 6.4(f)) or an election under Section 83(b) of the Code shall

remit to the Company an amount sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth in subsection

(a).

17.2

Notification under Code Section 83(b). If the Grantee, in connection with the exercise of any Option, or the grant of Restricted

Shares, makes the election permitted under Section 83(b) of the Code to include in such Grantee’s gross income in the year of transfer

the amounts specified in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within 10 days of filing

the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations

issued under Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time thereafter, prohibit

a Grantee from making the election described above.

Article

18.

Additional

Provisions

18.1

Successors. Subject to Section 4.2(b), all obligations of the Company under the Plan with respect to Awards granted hereunder

shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase,

merger, consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.

18.2

Severability. If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness

or invalidity shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid

shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest

extent possible while remaining lawful and valid.

18.3

Requirements of Law. The granting of Awards and the delivery of Shares under the Plan shall be subject to all Applicable Law,

rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding

any provision of the Plan or any Award, Grantees shall not be entitled to exercise, or receive benefits under, any Award, and the Company

(and any Subsidiary) shall not be obligated to deliver any Shares or deliver benefits to a Grantee, if such exercise or delivery would

constitute a violation by the Grantee or the Company of any Applicable Law or regulation.

18.4

Securities Law Compliance.

(a)

If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which

Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may

deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards

may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of

the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed

180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates

(if any) for Shares issued under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders

and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock

exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put

on any such certificates (if any) to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall

make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement

shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law

or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is

not required.

(b)

If the Committee determines that the exercise or non-forfeitability of, or delivery of benefits pursuant to, any Award would violate

any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system

on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, non-forfeitability

or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, non-forfeitability or delivery to

comply with all such provisions at the earliest practicable date.

18.5

Forfeiture Events. Notwithstanding any provisions herein to the contrary, the Committee shall have the authority to provide in

any Award Agreement that a Grantee’s (including his or her estate’s, beneficiary’s or transferee’s) rights (including

the right to exercise any Option or SAR), payments and benefits with respect to any Award shall be subject to reduction, cancellation,

forfeiture or recoupment (to the extent permitted by Applicable Law) in the event of the Participant’s termination for Cause; serious

misconduct; violation of the Company’s or a Subsidiary’s policies; breach of fiduciary duty; unauthorized disclosure of any

trade secret or confidential information of the Company or a Subsidiary; breach of applicable non-competition, non-solicitation, confidentiality

or other restrictive covenants; or other conduct or activity that is in competition with the business of the Company or a Subsidiary,

or otherwise detrimental to the business, reputation or interests of the Company and/or a Subsidiary; or upon the occurrence of certain

events specified in the applicable Award Agreement (in any such case, whether or not the Grantee is then an Employee or Non-Employee

Director). The determination of whether a Grantee’s conduct, activities or circumstances are described in the immediately preceding

sentence shall be made by the Committee in its discretion, and pending any such determination, the Committee shall have the authority

to suspend the exercise, payment, delivery or settlement of all or any portion of such Grantee’s outstanding Awards pending any

investigation of the matter.

18.6

No Rights as a Shareholder. No Grantee shall have any rights as a shareholder of the Company with respect to the Shares (other

than Restricted Shares) which may be deliverable upon exercise or payment of such Award until such Shares have been delivered to him

or her. Restricted Shares, whether held by a Grantee or in escrow by the Company, shall confer on the Grantee all rights of a shareholder

of the Company, except as otherwise provided in the Plan or Award Agreement. At the time of a grant of Restricted Shares, the Committee

may require the payment of cash dividends thereon to be deferred and, if the Committee so determines, reinvested in additional Restricted

Shares. Share dividends and deferred cash dividends issued with respect to Restricted Shares shall be subject to the same restrictions

and other terms as apply to the Restricted Shares with respect to which such dividends are issued. The Committee may in its discretion

provide for payment of interest on deferred cash dividends.

18.7

Nature of Payments. Unless otherwise specified in the Award Agreement, Awards shall be special incentive payments to the Grantee

and shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining any

pension, retirement, death or other benefit under (a) any pension, retirement, profit sharing, bonus, insurance or other employee benefit

plan of the Company or any Subsidiary, except as such plan shall otherwise expressly provide, or (b) any agreement between (i) the Company

or any Subsidiary and (ii) the Grantee, except as such agreement shall otherwise expressly provide.

18.8

Non-Exclusivity of Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for

approval shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for employees

or Non-Employee Directors as it may deem desirable.

18.9

Governing Law. The Plan is governed by and construed in accordance with, the laws of Delaware. The courts of New York and the

courts of appeal from them shall have non-exclusive jurisdiction to determine any disputes which may arise out of or in connection with

this Plan, accordingly, any legal action or proceedings arising out of or in connection with this Plan may be brought in those courts,

but without prejudice to the right of the Company or any Grantee to bring proceedings in any other appropriate jurisdiction.

18.10

Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive

and deferred compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan

or any Award Agreement shall give any such Grantee any rights that are greater than those of a general creditor of the Company; provided,

however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under

the Plan to deliver cash, Shares or other property pursuant to any Award which trusts or other arrangements shall be consistent with

the “unfunded” status of the Plan unless the Committee otherwise determines.

18.11

Affiliation. Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or any

Subsidiary to terminate any Grantee’s employment or consulting contract at any time, nor confer upon any Grantee the right to continue

in the employ of or as an officer of or as a Consultant to or Non-Employee Director of the Company or any Subsidiary.

18.12

Participation. No employee or officer shall have the right to be selected to receive an Award under this Plan or, having been

so selected, to be selected to receive a future Award.

18.13

Construction. The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not

necessarily exclusive, (b) “including” (and with correlative meaning “include”) means including without limiting

the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without

limitation”, and (c) words in the singular include the plural, words in the plural include the singular, and words in the neuter

gender include the masculine and feminine genders and words in the masculine or feminine gender include the other neuter genders.

18.14

Headings. The headings of articles and sections are included solely for convenience of reference, and if there is any conflict

between such headings and the text of this Plan, the text shall control.

18.15

Obligations. Unless otherwise specified in the Award Agreement, the obligation to deliver, pay or transfer any amount of money

or other property pursuant to Awards under this Plan shall be the sole obligation of a Grantee’s employer; provided that the obligation

to deliver or transfer any Shares pursuant to Awards under this Plan shall be the sole obligation of the Company.

18.16

No Right to Continue as Director. Nothing in the Plan or any Award Agreement shall confer upon any Non-Employee Director the right

to continue to serve as a director of the Company.

18.17

Shareholder Approval. The Plan is expressly conditioned upon approval by the Company’s shareholders. In the event that the

Company’s shareholders do not approve the Plan, the Plan shall be void and any Awards granted prior to the date of shareholder

approval shall be automatically cancelled and of no effect. All Incentive Share Options granted on or after the date the Board adopts

the Plan and prior to the date the Company’s shareholders approve the Plan are expressly conditioned upon and subject to approval

of the Plan by the Company’s shareholders.

18.18

Forfeiture of Shares. Any forfeiture of Shares described in this Plan will take effect as a surrender for no consideration of

such Shares as a matter of Delaware law.

18.19

Share Issuances. The allotment and issuance of Shares pursuant to the terms of this Plan following the exercise of an Option shall

be subject to the Amended and Restated Memorandum and Articles of Association of the Company. Shares shall not in fact be allotted and

issued (or repurchased or forfeited) until the time at which the Grantee’s name (and number of Shares to be allotted and issued)

is entered on the Company’s Register of Members (or the existing entry is updated to reflect the repurchase or forfeiture) (the

18.20

No Dividends on Unvested Awards. Notwithstanding anything in this Plan to the contrary, in no event shall the Board or the Committee

approve the payment of any dividend by the Company on unvested Awards.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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