ARRIS International plc (Form: 8-K12B, Received: 01/04/2016 16:42:19)

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): January 4, 2016

ARRIS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

England and Wales

333-205442

98-1241619

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


3871 Lakefield Drive
Suwanee, Georgia		30024
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (678) 473-2000

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))

On April 22, 2015, ARRIS Group, Inc. (“ ARRIS Group ”) announced its proposed combination (the “ Combination ”) with Pace plc, a company incorporated in England and Wales (“ Pace ”). In connection with the Combination, (i) ARRIS International plc (formerly ARRIS International Limited) (“ New ARRIS ”), a company incorporated in England and Wales and wholly-owned subsidiary of ARRIS Group, agreed to acquire all of the outstanding ordinary shares of Pace (“ Pace Shares ”) by means of court-sanctioned scheme of arrangement (the “ Scheme ”) under English law (the “ Pace Acquisition ”) and (ii) ARRIS Group entered into a Merger Agreement (the “ Merger Agreement ”), dated April 22, 2015, among ARRIS Group, New ARRIS, ARRIS US Holdings, Inc. (formerly Archie U.S. Holdings LLC), a Delaware corporation and wholly-owned subsidiary of New ARRIS (“ US Holdco ”) and Archie U.S. Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of US Holdco (“ Merger Sub ”), providing that immediately upon the Pace Acquisition, Merger Sub would be merged with and into ARRIS Group (the “ Merger ”), with ARRIS Group surviving the Merger as an indirect wholly-owned subsidiary of New ARRIS.

On January 4, 2016, ARRIS Group completed the Combination.

Item 1.01. Entry Into Material Definitive Agreement.

In connection with the consummation of the Combination, on January 3, 2016 New ARRIS entered into a Deed Poll of Indemnity (the “ Deed Poll of Indemnity ”) in favor of its new directors. The Deed Poll of Indemnity generally provides that New ARRIS will take reasonable steps required to purchase and maintain directors and officers insurance and to indemnify the directors in respect of liabilities relating to the directors’ services as directors of New ARRIS.

The foregoing description of the Deed Poll of Indemnity is not complete and is qualified in its entirety by reference to the Deed Poll of Indemnity filed as Exhibit 10.1, which is incorporated by reference herein.

Item 2.01. Completion of Acquisition or Disposition of Assets.

ARRIS Group completed the Combination with Pace on January 4, 2016. As described above, (i) New ARRIS acquired the Pace Shares and (ii) pursuant to the Merger Agreement, Merger Sub was merged with and into ARRIS Group, with ARRIS Group surviving the Merger. Following the Combination, ARRIS Group became an indirect wholly-owned subsidiary of New ARRIS and Pace became a direct wholly-owned subsidiary of New ARRIS.

Under the terms of the Combination, (a) Pace shareholders received 132.5 pence in cash and 0.1455 ordinary shares of New ARRIS (“ New ARRIS Shares ”) for each Pace Share they held, and (b) ARRIS Group stockholders received one New ARRIS Share for each share of ARRIS Group common stock (“ ARRIS Group Shares ”) they held. The cash component of the consideration payable to holders of Pace Shares was funded under the Amended and Restated Credit Agreement (as amended, the “ Credit Agreement ”), dated June 18, 2015, as amended on December 14, 2015, between ARRIS Group, ARRIS Enterprises, Inc., New ARRIS and certain ARRIS Group subsidiaries, as borrowers, and Bank of America, N.A., as administrative agent, swing line lender and L/C lender and the other lender parties thereto.

Prior to the completion of the Combination, New ARRIS converted from a private limited company into a public limited company. New ARRIS will be led by ARRIS Group’s historical

leadership team and board of directors. Following the completion of the Combination, the former stockholders of ARRIS Group own approximately 76% of the outstanding New ARRIS Shares and former Pace shareholders own approximately 24% of the outstanding New ARRIS Shares.

147,478,079 New ARRIS Shares were issued to the ARRIS Group stockholders in connection with the Combination. This issuance was registered under the Securities Act of 1933, as amended, pursuant to New ARRIS’ registration statement on Form S-4 (File No. 333- 205442) (the “ Registration Statement ”) filed with the SEC and declared effective on September 15, 2015. The definitive proxy statement/prospectus of ARRIS Group and New ARRIS that forms a part of the Registration Statement (the “ Proxy Statement/Prospectus ”) contains additional information about the Combination, including information concerning the interests of directors, executive officers and affiliates of ARRIS Group in the Combination, and is incorporated herein by reference.

47,695,813 New ARRIS Shares were issued to the Pace shareholders in connection with the Combination. Those shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof based on the approval of the terms and conditions of the Scheme by the High Court of Justice in England and Wales.

Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), New ARRIS is the successor issuer to ARRIS Group. New ARRIS Shares are deemed to be registered under Section 12(b) of the Exchange Act. New ARRIS hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act. New ARRIS Shares were approved for listing on The NASDAQ Stock Market LLC (“ NASDAQ ”) and trade under the symbol “ARRS.”

Prior to the closing of the Combination, ARRIS Group Shares were registered pursuant to Section 12(b) of the Exchange Act and listed on NASDAQ. The ARRIS Group Shares were delisted from NASDAQ prior to the open of trading on January 5, 2016. ARRIS Group expects to file a Form 15 with the SEC to terminate the registration and suspend its reporting obligations under the Exchange Act with respect to the ARRIS Group Shares.

The foregoing description of the Combination and the related documents is not complete and is qualified in its entirety by reference to the Merger Agreement, the 2.7 Announcement and the Co-Operation Agreement filed as Exhibits 2.1, 2.2 and 2.3, respectively, each of which is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 is incorporated by reference into this Item 3.02.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Items 2.01 and 5.02 is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 2.01 is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon consummation of the Combination, Lawrence Margolis and David Potts resigned as directors of New ARRIS and the following individuals (in addition to Robert Stanzione, who was already a director of New ARRIS) were appointed as members of New ARRIS’ board of directors: Alex B. Best, Harry L. Bosco, J. Timothy Bryan, James A. Chiddix, Andrew T. Heller, Dr. Jeong Kim, Doreen A. Toben, Debora J. Wilson and David A. Woodle. Each of these individuals, other than Mr. Stanzione, has been determined to be an “independent director” for purposes of NASDAQ listing standards. There are no arrangements or understandings between any director and any other person pursuant to which the director was selected as a director.

Effective upon consummation of the Combination, New ARRIS established the following committees of its board of directors:

Audit Committee

Harry L. Bosco

J. Timothy Bryan

Doreen A. Toben

David A. Woodle

Compensation Committee

Alex B. Best

Harry L. Bosco

Dr. Jeong Kim

Debora J. Wilson

Nominating and Corporate Governance Committee

Alex B. Best

James A. Chiddix

Andrew T. Heller

Effective upon consummation of the Combination, pursuant to an Assignment and Assumption Agreement, dated as of January 4, 2016 (the “ Assumption Agreement ”), New ARRIS assumed the following compensation plans: ARRIS International plc Amended and Restated Employee Stock Purchase Plan, ARRIS International plc 2011 Stock Incentive Plan, Broadband Parent Corporation 2001 Stock Incentive Plan, ARRIS Group, Inc. 2004 Stock Incentive Plan, ARRIS Group, Inc. 2007 Stock Incentive Plan, ARRIS Group, Inc. 2008 Stock Incentive Plan and BigBand Networks, Inc. 2007 Equity Incentive Plan, included as Exhibits 10.2 to 10.8 hereto, respectively, and incorporated by reference herein, as well as the outstanding awards granted thereunder and the remaining shares available thereunder. Upon consummation of the Combination, pursuant to a Deed of Grant, to be dated on or after January 5, 2016 (the “ Deed of Grant ”), New ARRIS will also assume outstanding equity awards under the Pace Sharesave Plan, included as Exhibit 10.9 hereto and incorporated by reference herein.

In connection with the Combination, ARRIS Group and New ARRIS entered into a waiver agreement with each of the participants in the ARRIS Group, Inc. Opt Plan (the “ Opt Plan Waivers ”), which include Lawrence Margolis and Bruce McClelland. The Opt Plan Waivers confirm that the transactions contemplated by the Combination do not constitute a “change of control” under the relevant Opt Plan documents and that the Opt Plan may be assigned to and assumed by New ARRIS. In connection with the Combination, ARRIS Group and New ARRIS also entered into waiver agreements (“ Employment Agreement Waivers ”) with its executive officers that confirm that the transactions contemplated by the Combination do not constitute a “change of control” under the relevant employment agreements and that the employment agreements may be assigned to and assumed by New ARRIS.

As described in the Proxy Statement/Prospectus, ARRIS Group determined to reimburse the ARRIS Group directors and executive officers for certain excise taxes that may become due in connection with the completion of the Combination. In connection with this reimbursement (if any), ARRIS Group, New ARRIS and each of the directors and executive officers have entered, or will enter, into a Tax Equalization Payment Agreement (the “ Tax Equalization Payment Agreement ”) providing for the terms of this reimbursement.

The foregoing descriptions of the Assumption Agreement, the Employment Agreement Waivers and the Tax Equalization Payment Agreements are not complete and are qualified in their entirety by reference to the Assumption Agreement, the form of Deed of Grant, the form of Opt Plan Waiver, the form of Employment Agreement Waiver and the form of Tax Equalization Payment Agreement filed as Exhibits 10.10, 10.11, 10.12,10.13 and 10.14, respectively, each of which is incorporated by reference herein.

Item 8.01. Other Events.

On January 4, 2016, ARRIS Group issued a press release announcing completion of the Combination. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.

To be filed by amendment not later than 71 calendar days after the date this Current Report is required to be filed.

(b)	Pro Forma Financial Information.

To be filed by amendment not later than 71 calendar days after the date this Current Report is required to be filed.

(d)

Exhibits.


EXHIBIT NO.		DESCRIPTION

2.1		Rule 2.7 Announcement, dated as of April 22, 2015 (incorporated by reference to Exhibit 2.1 to ARRIS Group’s Current Report on Form 8-K dated April 22, 2015 (File No. 000-31254))

2.2		Co-Operation Agreement, dated as of April 22, 2015, by and among ARRIS Group, Inc., Archie ACQ Limited and Pace plc (incorporated by reference to Exhibit 2.2 to ARRIS Group’s Current Report on Form 8-K dated April 22, 2015 (File No. 000-31254))

2.3		Agreement and Plan of Merger, dated as of April 22, 2015, by and among ARRIS Group, Inc., Archie ACQ Limited, Archie U.S. Holdings LLC and Archie U.S. Merger LLC (incorporated by reference to Exhibit 2.3 to ARRIS Group’s Current Report on Form 8-K dated April 22, 2015 (File No. 000-31254))

10.1		Deed Poll of Indemnity

10.2		ARRIS International plc Amended and Restated Employee Stock Purchase Plan

10.3		ARRIS International plc 2011 Stock Incentive Plan

10.4		Broadband Parent Corporation 2001 Stock Incentive Plan

10.5		ARRIS Group, Inc. 2004 Stock Incentive Plan

10.6		ARRIS Group, Inc. 2007 Stock Incentive Plan

10.7		ARRIS Group, Inc. 2008 Stock Incentive Plan

10.8		BigBand Networks, Inc. 2007 Equity Incentive Plan

10.9		Pace Sharesave Plan

10.10		Assumption Agreement

10.11		Form of Deed of Grant

10.12		Form of Opt Plan Waiver

10.13		Form of Employment Agreement Waiver

10.14		Form of Tax Equalization Payment Agreement

99.1		Press Release, dated January 4, 2016

SIGNATURES

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.


ARRIS INTERNATIONAL PLC

By:		/s/ Patrick W. Macken
		Patrick W. Macken
		Senior Vice President, General Counsel, and Secretary

Date: January 4, 2016

EXHIBIT INDEX


EXHIBIT NO.		DESCRIPTION

2.1		Rule 2.7 Announcement, dated as of April 22, 2015 (incorporated by reference to Exhibit 2.1 to ARRIS Group’s Current Report on Form 8-K dated April 22, 2015 (File No. 000-31254))

2.2		Co-Operation Agreement, dated as of April 22, 2015, by and among ARRIS Group, Inc., Archie ACQ Limited and Pace plc (incorporated by reference to Exhibit 2.2 to ARRIS Group’s Current Report on Form 8-K dated April 22, 2015 (File No. 000-31254))

2.3		Agreement and Plan of Merger, dated as of April 22, 2015, by and among ARRIS Group, Inc., Archie ACQ Limited, Archie U.S. Holdings LLC and Archie U.S. Merger LLC (incorporated by reference to Exhibit 2.3 to ARRIS Group’s Current Report on Form 8-K dated April 22, 2015 (File No. 000-31254))

10.1		Deed Poll of Indemnity

10.2		ARRIS International plc Amended and Restated Employee Stock Purchase Plan

10.3		ARRIS International plc 2011 Stock Incentive Plan

10.4		Broadband Parent Corporation 2001 Stock Incentive Plan

10.5		ARRIS Group, Inc. 2004 Stock Incentive Plan

10.6		ARRIS Group, Inc. 2007 Stock Incentive Plan

10.7		ARRIS Group, Inc. 2008 Stock Incentive Plan

10.8		BigBand Networks, Inc. 2007 Equity Incentive Plan

10.9		Pace Sharesave Plan

10.10		Assumption Agreement

10.11		Form of Deed of Grant

10.12		Form of Opt Plan Waiver

10.13		Form of Employment Agreement Waiver

10.14		Form of Tax Equalization Payment Agreement

99.1		Press Release, dated January 4, 2016

Exhibit 10.1

DATED 3 January 2016

DEED POLL OF INDEMNITY

BY ARRIS INTERNATIONAL PLC

TABLE OF CONTENTS


Clause	Headings	Page
1.	DEFINITIONS AND INTERPRETATION		1
2.	D&O INSURANCE		2
3.	INDEMNITY AND FUNDING		2
4.	EXCLUSIONS AND LIMITATIONS		3
5.	NOTIFICATIONS AND CO-OPERATION		3
6.	CONDUCT OF CLAIMS		4
7.	PAYMENTS		4
8.	NOTICES		5
9.	GENERAL		6

THIS DEED POLL is made the 3 day of January 2016 by ARRIS INTERNATIONAL PLC , being a company incorporated in England and Wales with registered number 09551763 and whose registered office is at 20-22 Bedford Row, London, England, WC1R 4JS (the “Company” ).

WHEREAS the Company has agreed to provide the indemnity and funding obligation (as set out below) to those persons acting as a director of the Company and any Associated Company from time to time and named in the schedule to this Deed (the “ Indemnified Persons ” and each an “ Indemnified Person ”).

NOW THIS DEED WITNESSES AS FOLLOWS:

1.	DEFINITIONS AND INTERPRETATION

1.1	In this Deed each of the following words and expressions shall have the following meanings unless expressly stated otherwise:

“2006 Act” means the Companies Act 2006 as amended from time to time;

“Applicable Law” means any relevant legal or regulatory restriction which in any way limits or defines the scope of an indemnity or funding obligation which may be given by the Company in respect of the matters contained in this Deed;

“Application For Relief” means an application made by an Indemnified Person to the court under section 661(3), section 661(4) or section 1157 of the 2006 Act;

“Associated Company” has the meaning given in Article 125 of the Company’s articles of association;

“Board” means the board of directors of the Company;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London;

“Claim” has the meaning set out in clause 3.1;

“D&O Insurance” means Directors’ and Officers’ Liability Insurance;

“Final” in relation to any conviction, judgment or refusal of relief, has the meaning given in sections 234(5) of the 2006 Act;

“Funding Obligation” has the meaning set out in clause 3.2; and

“Liability” has the meaning set out in clause 3.1;

1.2	a reference to a clause or schedule (other than to a schedule to a statutory provision) shall be a reference to a clause or schedule (as the case may be) of, or to, this Deed and reference to a paragraph shall be to a paragraph of the relevant schedule;

1.3	the contents page and headings are for convenience only and shall not affect the interpretation of this Deed;

1.4	a reference to this Deed includes this Deed as amended or supplemented in accordance with its terms;

1.5	words in the singular shall include the plural and vice versa and a reference to one gender includes other genders; and

1.6	a reference to a statute, statutory provision, regulation or regulatory provision is a reference to it as amended, extended or re-enacted from time to time.

2.	D&O INSURANCE

2.1

The Company shall take reasonable steps required to purchase and maintain D&O Insurance to insure the Indemnified Persons (and, in the event of an Indemnified Person’s death, the Indemnified Person’s estate) in respect of an Indemnified Person’s appointment as a director of the Company and any Associated Company during the period of the Indemnified Person’s appointment and for at least six years thereafter, to the extent that such insurance can be obtained at such cost and on such terms as the Board considers to be reasonable.

2.2

The Company shall not be in breach of its obligations under this clause 2 where its inability to purchase and maintain D&O Insurance to insure an Indemnified Person is attributable to a failure by the Indemnified Person to comply with his obligations to any insurer or any failure to meet or comply with a condition of the coverage of the D&O Insurance is attributable to acts or omissions of the Indemnified Person.

2.3	The Company shall ensure that on request the Indemnified Person is provided with a copy, or summary of the terms, of the Company’s current D&O Insurance policy, to the extent it relates to the Indemnified Person.

3.	INDEMNITY AND FUNDING

3.1

As they are incurred, the Company agrees to indemnify the Indemnified Persons in respect of all reasonable costs, charges, losses, liabilities, damages and expenses, including those referred to in clause 3.2 (each a “Liability” ) arising out of any investigation, demand, claim, action or proceeding, (whether in relation to civil or criminal proceedings or in connection with regulatory actions or investigations) brought or threatened against the Indemnified Person in any jurisdiction for negligence, default, breach of duty, breach of trust or otherwise, or relating to any Application for Relief, in respect of the Indemnified Person’s acts or omissions whilst in the course of acting or purporting to act as a director of the Company or of any Associated Company or which otherwise arises by virtue of the Indemnified Person holding or having held such a position (a “Claim” ).

3.2

Without prejudice to the generality of clause 3.1, the Company agrees to provide the Indemnified Persons with reasonable funds to meet expenditure incurred or to be incurred by an Indemnified Person in defending (or in the case of an Application for Relief, making) any Claim (the “Funding Obligation” ). Any funds provided under this clause 3.2 shall:

3.2.1

be requested from the Company in writing by the Indemnified Person;

3.2.2

not be subject to accrual of interest on any amount of the funds; and

3.2.3

not be subject to repayment of any amount of the funds by the Indemnified Person except as stated in clause 4.1.5.

3.3

The indemnity in this clause 3 is enduring and continues for the benefit of the Indemnified Persons notwithstanding that the Indemnified Person may cease to be a director, officer or employee of the Company or any Associated Company (as the case may be) and applies, for the avoidance of doubt, in respect of acts or omissions (and the Indemnified Person’s position as a director of the Company) both before and after the execution of this Deed.

3.4	The failure of an Indemnified Person to comply with any of clauses 4 to 6 below shall not affect the entitlement of any other Indemnified Person under this Deed.

4.	EXCLUSIONS AND LIMITATIONS

4.1	Clause 3 is subject always to the following exclusions and limitations:

4.1.1

it will not apply to any Claim or Liability to the extent prohibited by the 2006 Act;

4.1.2

it will not apply to the extent that any recovery is made by or on behalf of the Indemnified Person under any policy of insurance;

4.1.3

it will not apply to any Liability incurred by the Indemnified Person to the Company or any Associated Company;

4.1.4

it will not apply to any fines imposed on the Indemnified Person in criminal proceedings or sums payable by the Indemnified Person to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising);

4.1.5

the Indemnified Person will not be entitled to be indemnified under clause 3 and shall repay to the Company any amount paid by the Company under the Funding Obligation or otherwise under this Deed in respect of legal or other expenses or any other Liability incurred by the Indemnified Person in defending, or in connection with, the Claim (including for the avoidance of doubt, any amount paid pursuant to clause 7.2):

(A)

in respect of any Claim brought by the Company or any Associated Company, in the event that judgment is given against the Indemnified Person in relation to that Claim;

(B)

in respect of any Claim which the Board in its absolute discretion determines as arising out of the Indemnified Person’s fraud, wilful default;

(C)

in respect of any criminal proceedings brought against the Indemnified Person, in the event that the Indemnified Person is convicted;

(D)

in respect of any Application For Relief brought by the Indemnified Person, in the event that the court refuses to grant the relief applied for,

and such repayment must be made no later than the date on which the relevant judgment becomes Final; and

4.1.6

it will not apply to any Claim against the Indemnified Person arising from any acts of the Indemnified Person which, directly or indirectly, result in the summary dismissal of the Indemnified Person by the Company or any Associated Company.

5.	NOTIFICATIONS AND CO-OPERATION

5.1	Without prejudice to clause 3, each Indemnified Person shall (unless, and to the extent, waived by the Company at its sole discretion):

5.1.1

give notice to the Company as soon as reasonably practicable after becoming aware of any Claim or any circumstance that may reasonably be expected to give rise to a Liability under this Deed;

5.1.2

as soon as reasonably practicable after a request from the Company provide the Company with written details of the Liability incurred by him, providing such level of detail, and evidence, of the Liability as may reasonably be requested by the Company;

5.1.3

not take or omit to take any action which the Indemnified Person should reasonably be aware would prejudice the Company’s ability to recover the loss in respect of the Claim or Liability under any applicable policy of insurance maintained by the Company;

5.1.4

take all steps and carry out all actions reasonably required to recover under any applicable policy of insurance and, if applicable, assist the Company in taking all steps and carrying out all actions reasonably required to obtain such recovery;

5.1.5

except where the Claim is brought by the Company or an Associated Company forward a copy of every letter, claim or other document reasonably relevant to such a Claim or Liability to the Company as soon as reasonably practicable after receipt;

5.1.6

except where the Claim is brought by the Company or an Associated Company and save as required by law, not make, or permit to be made on his behalf, any admission, compromise, release, waiver, offer or payment relating to the Claim or Liability or take any other action reasonably likely to prejudice the ability to defend such a Claim, in each case without the prior written consent of the Company; and

5.1.7

except where the Claim is brought by the Company or an Associated Company and subject to applicable law and regulation, give full co-operation and provide such information as the Company may reasonably require, and do everything that the Company may reasonably request to enable the Company to exercise its rights under clause 6.1 or be subrogated to the extent of any payment under this Deed.

6.	CONDUCT OF CLAIMS

6.1

Except where the Claim is brought by the Company or an Associated Company, the Company or the Associated Company (as the case may be) will be entitled to take over and conduct in the Indemnified Person’s name the defence or settlement of any Claim or to prosecute in his name for its own benefit any proceedings relating to a Claim.

6.2	Except where the Claim is brought by the Company or an Associated Company, if the Company or Associated Company (as the case may be) exercises its rights under clause 6.1, the Company shall:

6.2.1

consult with the Indemnified Person in relation to the conduct of the Claim or proceedings on aspects of the Claim or proceedings materially relevant to the Indemnified Person and keep the Indemnified Person reasonably informed of material developments in the Claim or proceedings, provided that the Company or Associated Company shall be under no obligation to provide any information the provision of which is reasonably likely to adversely affect the Company’s or Associated Company’s ability to claim in respect of the relevant loss under any applicable policy of insurance;

6.2.2

take into account the Indemnified Person’s reasonable requests related to the Claim or proceedings (including any settlement) on issues which may be reasonably likely to result in material damage to the Indemnified Person’s reputation; and

6.2.3

have full discretion in the conduct or settlement of any Claim or proceedings relating to such Claim provided the Indemnified Person is not required to make any contribution to the settlement and the settlement contains no admission of liability by the Indemnified Person.

7.	PAYMENTS

7.1

The Company shall, in the event that a payment is made to an Indemnified Person under this Deed in respect of a particular Liability, be entitled to recover from the Indemnified Person an amount equal to any payment received by the Indemnified Person under any policy of insurance or from any other third party source to the extent that such payment relates to the Liability, or if the payment received by the Indemnified Person is greater than the payment made under this Deed, a sum equal to the payment made under this Deed. The Indemnified Person shall pay over such sum promptly upon the Company’s request.

7.2

The Company shall pay such amount to the Indemnified Person as shall after the payment of any tax thereon leave the Indemnified Person with sufficient funds to meet any Liability to which this Deed applies. For the avoidance of doubt, when calculating the amount of any such tax the amount of any tax deductions, credits or reliefs which are or may be available to the Indemnified Person in respect of the relevant payment under this Deed received by the Indemnified Person or any payment made by the Indemnified Person to a third party in respect of the relevant Liability, but no other deductions, credits, reliefs or payments, is to be taken into account. In the event that any amount is paid to the Indemnified Person under this Deed but a tax deduction, credit or relief is (or becomes) available to the Indemnified Person in respect of the relevant payment under this Deed, or in respect of any payment made by the Indemnified Person to a third party in respect of the relevant Liability, which was not taken into account in calculating the amount payable in respect of the relevant payment under this Deed, the Indemnified Person shall make a payment to the Company of such an amount as is equal to the benefit of such deduction, credit or relief which was not taken into account.

8.	NOTICES

8.1	Unless expressly provided otherwise in this Deed, any notice required to be given under this Deed (each, a “ Notice ”) shall be:

8.1.1

in writing in the English language;

8.1.2

signed in manuscript by or on behalf of the party giving it; and

8.1.3

delivered by e-mail where receipt is expressly acknowledged (and not automatic) or by hand, commercial courier or by pre-paid recorded delivery to:

(A)

the Company at 3871 Lakefield Drive, Suwanee, Georgia 30024 USA, for the attention of the General Counsel; and

(B)

to an Indemnified Person at the address in the Company’s register of directors or such other address as an Indemnified Person may provide to the Company from time to time for the purposes of this Deed.

8.2	The Company or an Indemnified Person may amend the notice details set out above by giving written notice to the Indemnified Persons or the Company (as applicable) in accordance with this clause 8.

8.3	In the absence of evidence of earlier receipt, a Notice shall be deemed to have been received, and shall take effect:

8.3.1

at the time of delivery, if delivered by hand;

8.3.2

in the case of a commercial courier, on the date and at the time of signature of the courier’s delivery receipt;

8.3.3

in the case of pre-paid recorded delivery, on the date and at the time of signature of the courier’s delivery receipt,

provided that, if deemed receipt occurs before 9am on a Business Day, the Notice shall be deemed to have been received at 9am (London time) on that day, and if deemed receipt occurs after 5pm (London time) on a Business Day, or on a day which is not a Business Day, the Notice shall be deemed to have been received at 9am (London time) on the next Business Day.

8.4	For the avoidance of doubt, notices under this Deed shall not be validly served if sent by email.

9.	GENERAL

Assignment

9.1	The Company may at any time assign all or part of the benefit of, or its rights and benefits under, this Deed to any Associated Company.

9.2	An Indemnified Person may not:

9.2.1

assign, transfer, mortgage, charge, hold on trust or otherwise dispose (in any manner whatsoever) of the benefit of this Deed; or

9.2.2

subcontract or delegate in any manner whatsoever its performance under this Deed, any such purported action in contravention of this clause shall be ineffective.

Severance

9.3	If any provision or part of any provision of this Deed is or becomes invalid or unenforceable in any respect under the law of any relevant jurisdiction, such invalidity or unenforceability shall not affect:

9.3.1

the validity or enforceability in that jurisdiction of any other provision of this Deed; or

9.3.2

the validity or enforceability under the law of any other jurisdiction of that or any other provision of this Deed.

9.4

If any provision of this Deed is or becomes invalid or unenforceable in any respect under the law of any jurisdiction, but would be valid and enforceable if some part of the provision were deleted, the provision in question shall apply with such deletion as may be necessary to make it valid and enforceable.

Conflicts

9.5	In so far as the provisions of this Deed conflict with any of the provisions of any Applicable Law, the provisions of the Applicable Law shall take precedence.

Variation and waiver

9.6

The Company may amend the terms of this Deed from time to time, provided that no such amendment shall be made unless the Company shall have given to the Indemnified Persons, not less than one month prior to the date on which the Company plans to make the proposed amendment, a written notice summarising what it reasonably considers to be the material aspects of the proposed amendment. Any amendment is without prejudice to any act or omission prior to the date of such amendment or to any indemnity in favour of such person in any other document or agreement.

9.7	No waiver of any right or remedy under this Deed or provided by law shall be effective unless it is in writing and signed by either the Company or the relevant Indemnified Person(s), depending on who is granting it.

9.8	The failure to exercise, or delay in exercising, any right or remedy under this Deed or provided by law shall not:

9.8.1

constitute a waiver of that right or remedy;

9.8.2

restrict any further exercise of that right or remedy;

9.8.3

affect any other rights or remedies.

9.9	A single or partial exercise of any right or remedy shall not prevent any further or other exercise of that right or remedy or the exercise of any other right or remedy.

Termination

9.10

The Company shall be entitled to terminate this Deed in its absolute discretion on giving not less than 12 months’ notice in writing to the Indemnified Persons), upon expiry of which this Deed shall automatically terminate and the rights and obligations under this Deed shall cease save in respect to any claims or liabilities which have arisen prior to the date of termination or those which are expressly stated in this Deed to survive the termination of the engagement of the Indemnified Person.

9.11	This Deed does not modify or waive any of the duties which the Indemnified Person owes as an employee, officer or director as a matter of law or under the rules of any relevant stock exchange or other regulatory body.

Third Party Rights

9.12	No term of this Deed is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person other than the Indemnified Persons from time to time, the Company or any Associated Companies in accordance with its pursuant to clause 6.

No set off

9.13	The Parties shall pay all amounts due under this Deed in full without any set-off or counterclaim whatsoever and without any deduction or withholding, except as expressly provided in this Deed or to the extent required by any applicable law.

Counterparts

9.14	This Deed may be executed in any number of counterparts and by each party on separate counterparts. Each counterpart shall be an original, but all the counterparts shall together constitute one and the same instrument.

Entire Agreement

9.15

This Deed constitutes the entirety of any indemnity and funding obligation given by the Company to the Indemnified Persons. It supersedes and expressly terminates with immediate effect all prior arrangements between the Company and the Indemnified Persons whether written or oral which in any way purport to indemnify him in his capacity as director of the Company. It does not, however, preclude indemnification agreements by an Associated Company, benefit plan or other entity to the extent not prohibited by Applicable Law.

Confidentiality

9.16	The Company and the Indemnified Persons shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into or performing this Deed which relates to:

9.16.1

the existence and the provisions of this Deed; or

9.16.2

the negotiations relating to this Deed.

9.17	Clause 9.16 shall not prohibit disclosure of any information if and to the extent:

9.17.1

the disclosure or use if required by law, any regulatory body or recognised stock exchange on which the shares of the Company or any Associated Company are listed;

9.17.2

the disclosure or use is required for the purpose of any judicial proceedings arising out of this Deed;

9.17.3

the disclosure is made to professional advisors of the Company or the Indemnified Person, or by the Company to its directors and employees and directors and employees of any Associated Company who need to know such information to discharge their duties, on terms that such professional advisers, directors or employees agree to keep such information confidential;

9.17.4

the information is or becomes publicly available (other than by breach of this Deed); or

9.17.5

the other party has given prior to approval to the disclosure or use,

9.17.6

provided that prior to disclosure or use by either party of any information pursuant to this clause, that party shall promptly notify the other party of such requirement.

9.18	The provisions of clause 9.16 and clause 9.17 shall continue to apply after the termination of the Indemnified Person’s appointment as a director of the Company, any Associated Company or all or any of them, without any limitation in time.

Governing Law and Jurisdiction

9.19	This Deed and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

9.20	The Courts of England shall have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with this Deed or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims).

9.21	The Company and each Indemnified Person irrevocably waives any right that it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

SCHEDULE

(Indemnified Persons)


		Dr. Jeong Kim
		J. Timothy Bryan
		James A. Chiddix
		Robert J. Stanzione
		Andrew T. Heller
		Alex B. Best
		David A. Woodle
		Debora J. Wilson
		Doreen A. Toben
		Harry L. Bosco

IN WITNESS whereof this Deed Poll has been executed as a Deed and delivered on the date shown above.




Executed as a Deed by				/s/ Robert J. Stanzione
ARRIS INTERNATIONAL PLC acting by				(Signature)
Robert J. Stanzione
in the presence of:

Patrick Macken

(Name of witness)

/s/ Patrick Macken

(Signature of witness)

3871 Lakefield Drive

Suwanee, GA 30024

(Address of witness)

Exhibit 10.2

ARRIS INTERNATIONAL PLC

AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

(As amended through January 4, 2016)

1. PURPOSE. The purpose of the Amended and Restated Employee Stock Purchase Plan (the “Plan”) of ARRIS International plc, registered in England & Wales with company number 09551763, (the “Company”) is to furnish to eligible employees an incentive to advance the best interests of the Company by providing a method whereby they voluntarily may purchase shares of Common Stock, 1 pence par value, of the Company (“Common Stock”) at a favorable price and upon favorable terms. The Plan includes two components: a component that is intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”) (the “423 Component”) and a component that is not intended to qualify under Section 423 of the Code (the “Non-423 Component”). It is intended for the 423 Component to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the Code. In addition, this Plan authorizes the grant of options under the Non-423 Component that does not qualify as an “employee stock purchase plan” under Section 423 of the Code. Except as otherwise provided herein, the Non-423 Component will operate and be administered in the same manner as the 423 Component.

2. ELIGIBILITY. All employees of the Company and those of any present or future direct or indirect subsidiary (as defined in Section 424(f) of the Code) of the Company and within the meaning of section 1159 of the Companies Act 2006 (a “Subsidiary”) (provided the Company authorizes such Subsidiary to participate in the Plan), except for employees whose customary employment is less than 20 hours per week, shall be eligible to participate in the Plan; provided, however, no option shall be granted to an employee if such employee, immediately after the option is granted, owns stock (as defined by Sections 423(b)(3) and 424(d) of the Code possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary (whether or not the Subsidiary participates in the Plan). No option shall be granted to any executive officer who is a highly compensated employee (within the meaning of Section 414(q) of the Code) of the Company or any of its Subsidiaries unless the committee (the “Committee”) of the Board of Directors (the “Board”) of the Company which has been designated to administer the Plan shall otherwise provide. No option shall be granted to any employee where, in the judgment of the Committee, such grant would be unlawful or impractical under the laws of any local or foreign jurisdiction, provided, however, that such decision not to grant an option would not otherwise violate Section 423 of the Code if such option is granted under the 423 Component. All employees granted options under the 423 Component of the Plan shall have the same rights and privileges, subject to subparagraph 4(b) below. Any provisions of the Plan to the contrary notwithstanding, an employee who has received a hardship withdrawal from the Company’s 401(k) plan, or the 401(k) plan of any designated subsidiary, shall be subject to restrictions on participation in the Plan on account of such hardship withdrawal to the fullest extent required by the Code.

3. STOCK SUBJECT OF THE PLAN. Subject to the provisions of paragraph 10, the stock which may be sold pursuant to options under the Plan shall not exceed in the aggregate 3,800,000 shares of the authorized Common Stock of the

Company, including shares of Arris Group, Inc issued prior to January 4, 2016 (the “Shares”). The Shares may be authorized but unissued Shares or Shares reacquired by the Company and held in its treasury. Options issued under the Plan will reduce the number of Shares available under the Plan by the number of Shares subject to the issued option. If unexercised options expire or terminate for any reason, in whole or in part, the number of Shares subject to the unexercised portion of such options will be available again for issuance under the Plan.

4. GRANT OF OPTIONS.

(a)

General statement; “date of grant”; “option period”; “date of exercise .” Following the effective date of the Plan and continuing while the Plan remains in force, the Company will offer options under the Plan to all eligible employees to purchase Shares. These options shall be granted twice each year on dates to be determined by the Committee (each of which is hereinafter referred to as a “date of grant”). The term of each option will be for six months (or such other period (not to exceed 12 months) as the Committee may specify) ending on the last day of the option period (hereinafter referred to as the “date of exercise”). The number of Shares subject to each option shall be the quotient of the contributions that are authorized to be made by each participant in accordance with subparagraph (b) during the option period divided by 85% of the fair market value of the Common Stock on the date of grant, as defined by subparagraph 5(b), rounded down to the closest whole number.

(b)

Election to participate: payroll deduction/contribution authorization . Except as provided in subparagraphs (f) and (g) or otherwise required by applicable law, an eligible employee may participate in the Plan only by means of payroll deduction. Each eligible employee who elects to participate in the Plan shall deliver to the Company during the calendar month next preceding a date of grant (by enrolling on line or by completing the appropriate election forms, in either case by the deadline imposed by the Committee) a written payroll deduction authorization in a form prepared by the Company whereby the employee gives notice of the employee’s election to participate in the Plan as of the next following date of grant, and whereby the employee designates a stated amount to be deducted from the employee’s compensation on each payday during the option period and paid into the Plan for the employee’s account. The stated amount which the employee may designate for payroll deduction may not be less than $2.00 each payday (although the Committee may select another minimum amount to be designated for payroll deductions which minimum may not be greater than $5.00 per pay period). The Committee may authorize payroll deductions of less than the minimum per pay period or of less than the amount the employee may designate to be deducted if not doing so would likely result in a refund to the employee at the end of the option period because the employee’s payroll deductions were in excess of the option price of the Shares the employee can purchase. The payroll deductions may not exceed either of the following: (i) 10% (or such other percentage as the

Committee may specify) of the amount of “eligible compensation”” (as defined in subparagraph (d) from which the deduction is made); or (ii) an amount which will result in noncompliance with the $25,000 limitation stated in subparagraph (e).

(c)

Changes in payroll deduction authorization . The payroll deduction authorization referred to in subparagraph (b) may not be changed during the option period.

(d)

“Eligible compensation” defined . The term “eligible compensation” means regular base salary on the date of grant. “Eligible compensation” does not include management incentives and bonuses, commissions, overtime, extended work-week premiums, or other special payments, fees, or allowances.

(e)

$25,000 limitation . No employee shall be granted an option under the Plan or under any other employee stock purchase plan of the Company or of any of its subsidiaries (within the meaning of Section 423(b)(8) of the Code) which permits the employee’s rights to purchase Shares to first become exercisable at a rate which exceeds $25,000 in fair market value of Common Stock (determined at the time the option is granted) for each calendar year in which any such option granted to such employee is outstanding at any time.

(f)

Leaves of absence . During leaves of absence approved by the Company and meeting the requirements of Treasury Regulation l.421-7(h)(2), a participant may continue participation in the Plan by cash payments to the Company on the participant’s normal paydays, instead of payroll deductions, if the participant is not paid compensation by the Company or a Subsidiary (or if amount of compensation is not sufficient to cover the contributions under the Plan) during such leave.

(g)

Contributions by other means . If payroll deductions for purposes of the Plan are prohibited or otherwise problematic under applicable law (as determined by the Committee in its discretion), the Committee may permit the participants to contribute to the Plan by such other means as determined by the Committee. Any reference to “payroll deductions” in this section (or in any other section of the Plan) shall similarly cover contributions by other means made pursuant to this subparagraph (g).

5. EXERCISE OF OPTIONS.

(a)

General statement. Each eligible employee who is a participant in the Plan automatically and without any act on the employee’s part will be deemed to have exercised the employee’s option on each date of exercise to the extent that the balance then in the employee’s account under the Plan is sufficient to purchase at the “option price” (as defined in subparagraph (b)) whole Shares subject to the employee’s option. Any balance remaining in the employee’s account after payment of the purchase price of those whole Shares shall be refunded (without interest) to the employee promptly.

(b)

“Option price” defined . The option price per Share shall be a sum equal to 85% of the fair market value of the Common Stock on the date of exercise or on the date of grant, whichever amount is lesser. Fair market value of the Common Stock on the date of exercise or, as the case may be, on the date of grant, shall be the per Share price of the last sale of such Common Stock prior to such date as reported by NASDAQ or, if listed on a United States stock exchange, as reported in the composite transactions for the principal such exchange on which the Common Stock is traded.

(c)

Delivery of share certificates . As soon as reasonably practicable after each date of exercise, the Shares each participant purchases on such date of exercise shall be credited to an account in the participant’s name with one or more brokers the Committee may designate. A participant will be issued a certificate for participant’s Shares upon request or, if so determined by the Committee, when the Plan is terminated. In the event the Company is required to obtain from any commission or agency authority to credit any Shares or issue any certificates, the Company will make reasonable efforts to obtain such authority. If the Company is unable or determines it to be unreasonable to obtain from any such commission or agency authority which counsel for the Company deems necessary for the lawful crediting of such Shares or issuance of any such certificates, the Company shall be relieved from liability to any participant in the Plan except to return to the optionee the amount of the balance in the optionee’s account.

6. WITHDRAWAL FROM THE PLAN.

(a)

General statement . Any participant may withdraw in whole from the Plan at any time. A participant who wishes to withdraw from the Plan must deliver to the Company a notice of withdrawal in a form prepared by the Company. The Company, promptly following the time when the notice of withdrawal is delivered, will refund to the participant (without interest) the amount of the balance in the participant’s account under the Plan; and thereupon, automatically and without any further act on the participant’s part, the participant’s payroll deduction authorization, the participant’s interest in the Plan, and the participant’s option under the Plan shall terminate.

(b)

Eligibility following withdrawal . A participant who withdraws from the Plan shall be eligible to participate again in the Plan for the option period next following the option period during which the participant withdrew.

7. TERMINATION OF EMPLOYMENT. If the employment of a participant with the Company or a Subsidiary which has been authorized to participate in the Plan terminates for any reason, the participant’s interest in the Plan automatically and without any act on the participant’s part shall terminate as of the date of the termination of the participant’s employment. The Company promptly will refund to the participant

(without interest) the amount of the balance in the participant’s account under the Plan, and thereupon the participant’s interest in the Plan and the participant’s option under the Plan shall terminate.

8. RESTRICTION UPON ASSIGNMENT. An option granted under the Plan shall not be transferable otherwise than by will or the laws of descent and distribution, and is exercisable during the optionee’s lifetime only by optionee. The Company will not recognize and shall be under no duty to recognize any assignment or purported assignment by an optionee of an option or of any rights under an option.

9. NO RIGHTS OF STOCKHOLDER UNTIL CERTIFICATE ISSUED. With respect to Shares subject to an option, an optionee shall not be deemed to be a stockholder and shall not have any of the rights or privileges of a stockholder. An optionee shall have the rights and privileges of a stockholder when, but not until, following the exercise of the option, the Shares have been credited to the employee’s account or a certificate has been issued to the employee.

10. CHANGES IN STOCK ADJUSTMENTS. Whenever any change is made in the Shares subject to the Plan, by reason of stock dividend on such Shares or by reason of subdivision, combinations, or reclassification of such Shares, appropriate action will be taken by the Committee to adjust accordingly the number of Shares subject to the Plan and the number and option price of Shares subject to options outstanding under the Plan.

11. USE OF FUNDS; NO INTEREST PAID. All funds received or held by the Company under the Plan will be included in the general funds of the Company free of any trust or other restriction, and may be used for any corporate purpose. No interest will be paid or credited to any participant under the Plan.

12. AMENDMENT OF THE PLAN. The Board or the Committee may from time to time suspend, terminate, revise or amend the Plan in any respect whatsoever except that, without the approval of stockholders of the Company, no such revision or amendment may increase the number of Shares subject to the Plan, reduce the exercise price below that provided in the Plan, or cause the Plan not to be in conformance with the requirements of Section 423 of the Code with respect to the 423 Component.

Any reference to any Section or provision of the Code shall include any successor provision thereto.

13. ADMINISTRATION BY COMMITTEE; RULES AND REGULATIONS; COMPLIANCE WITH LAW. The Plan shall be administered by the Committee, which shall be composed of not less than two directors of the Company, none of whom shall be eligible to serve on the Committee unless such person is then a Non-Employee Director within the meaning of the rules adopted by the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934, if and as such rules are then in effect. Each member shall serve for a term commencing on a date specified by the Board and continuing until such member dies or resigns or is removed from office by the Board. The Committee may, to the extent permitted by the laws of the State of Delaware and applicable U.S. Federal laws, delegate its authority to administer the Plan to a sub-committee or officer. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan.

The Committee shall have the power to make, amend and repeal rules and regulations for the interpretation and administration of the Plan, which shall include the power to authorize Subsidiaries to participate in the Plan. In particular, the Committee may adopt rules or procedures, including sub-plans, relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside the United States. The Committee shall have authority to interpret the Plan, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted and shall take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan or the administration or interpretation thereof. Neither the Board, the Committee, any other committee appointed by the Board, nor any of their agents or designees shall be liable for any act, failure to act, or determination made in good faith with respect to the Plan.

To the extent any provision in the Plan is deemed to be in violation of local laws or regulations, the provision shall be deemed to be modified in a manner that complies with applicable law, provided that such modification is in conformance with the requirements of Section 423 of the Code with respect to the 423 Component. Notwithstanding the foregoing, the Plan shall continue to be governed by U.S. law as provided in section 16 herein and all interpretations and determinations made by the Committee under the Plan will be made subject to U.S. law.

In the event that the option price of unissued Shares is less than the nominal value of a Share, the Committee shall capitalize from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares exceeds the option price per Share or may use such mechanism involving a third party as the Committee considers necessary.

14. SEVERABILITY. If any particular provision of this Plan is found to be invalid or unenforceable, such provision shall not affect the other provisions of the Plan, but the Plan shall be construed in all respects as if such invalid provision has been omitted.

15. SECTION 409A. The Section 423 Component is exempt from the application of Section 409A of the Code. The Non -423 Component is intended to be exempt from Section 409A of the Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. In the case of a participant who would otherwise be subject to Section 409A of the Code, to the extent an option to purchase Shares or the payment, settlement or deferral thereof is subject to Section 409A of the Code, the option to purchase Shares shall be granted, paid, exercised, settled or deferred in a manner that will comply with Section 409A of the Code, including the final regulations and other guidance issued with respect thereto, except as otherwise determined by the Board or the Committee. Notwithstanding the foregoing, the Company shall have no liability to a participant or any other party if the option to purchase Shares under the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Board or the Committee with respect thereto.

16. GOVERNING LAW. The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law rules.

17. EFFECTIVE DATE. The original effective date of this Plan is May 21, 2009, the date it was approved by the stockholders of ARRIS Group, Inc. In 2013, the Plan was assumed by Arris Holdco, Inc. when a subsidiary of Arris Holdco, Inc. merged with and into Arris Group, Inc. Arris Holdco, Inc. changed its name to Arris Group, Inc. On March 30, 2015 the Plan was amended and restated, following approval by the Committee. Effective January 4, 2016, the Company assumed the Plan when a subsidiary of the Company merged with and into Arris Group, Inc. The Plan was amended and restated in connection with this final transaction.

Exhibit 10.3

ARRIS INTERNATIONAL PLC

2011 STOCK INCENTIVE PLAN

(As amended through January 4, 2016)

1. PURPOSE AND EFFECTIVE DATE. ARRIS International plc, registered in England & Wales with company number 09551763 (the “Company”) has assumed this 2011 Stock Incentive Plan, as amended and restated (the “Plan”) from Arris Group, Inc., a Delaware corporation, to facilitate the retention and continued motivation of key employees and executive directors and to align more closely their interests with those of the Company and its stockholders. This Plan was effective on May 25, 2011 (the “Effective Date”). No grants shall be made under this Plan subsequent to ten (10) years after the Effective Date. This Plan will have no impact on the Company’s existing stock incentive plans or the awards outstanding thereunder except as provided in Section 7 of this Plan. (In 2011 the Plan was adopted by Arris Group, Inc. In 2013, the Plan was assumed by Arris Holdco, Inc. when a subsidiary of Arris Holdco, Inc. merged with and into Arris Group, Inc. Arris Holdco changed its name to Arris Group, Inc. In 2016, the Company assumed the Plan when a subsidiary of the Company merged with into Arris Group, Inc. The Plan was amended and restated in connection with this final transaction.)

2. ADMINISTRATION. The Plan shall be administered by the Compensation Committee of the Company’s Board of Directors or such other Board committee consisting solely of independent directors (as determined by the Board or a committee thereof) as the Board may designate (the “Committee”). The Committee has the authority and responsibility for the interpretation, administration and application of the provisions of the Plan, and the Committee’s interpretations of the Plan, and all actions taken by it and determinations made by it, shall be binding on all persons. The Committee may authorize one or more members of the Board, including the Chief Executive Officer if he is a member, to grant awards subject to such limitations as the Committee may impose. Under no event may such designee grant awards to a key employee or executive director who is required to file reports under Section 16 of the U.S. Securities Exchange Act of 1934 or is an “officer” for purposes of Section 162(m) of the U.S. Internal Revenue Code (the “Code”). No Board or Committee member shall be liable for any determination, decision or action made in good faith with respect to the Plan.

3. SHARES SUBJECT TO PLAN. A total of 33,956,000 shares of Common Stock, or rights with respect to Common Stock of the Company, including shares of Arris Group, Inc. and its predecessor issued prior to January 4, 2016 (“Shares”), may be issued pursuant to the Plan. The Shares may be authorized but unissued Shares or Shares reacquired by the Company and held in its treasury. In determining the number of Shares available for awards:

(a)

Grants of awards under the Plan will reduce the number of Shares available thereunder by the maximum number of Shares obtainable under such grants.

(b)

Awards of stock, stock units, restricted stock, performance shares and units, and dividend equivalent rights will reduce the number of shares that may be issued hereunder at the rate of 1.87 Shares per Share or interest granted.

(c)

The aggregate number of Shares with respect to which incentive stock options under Section 422 of the Code may be issued under the Plan shall not exceed 5,000,000.

(d)

If all or any portion of the Shares otherwise subject to an award under the Plan are not delivered or do not vest for any reason, including, but not limited to, the cancellation, expiration or termination of any option, right or unit, the settlement of

any award in cash, the forfeiture of any restricted stock or performance shares, or the repurchase of any Shares by the Company from a participant for the cost of the participant’s investment in the Shares, such number of Shares shall be available again for issuance under the Plan.

(e)

The Company, in its discretion, may withhold or cancel shares for the payment of withholding and other taxes, and such Shares, along with shares and other awards repurchased by the Company from a person using proceeds from the exercise of awards by that person, shall not be available for a future award, and the determination of the number of Shares issued in connection with stock-settled stock appreciation rights shall be based upon the number of Shares with respect to which the rights were based and not just the number of Shares delivered upon settlement.

(f)

Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger or an acquisition shall not be counted against the Shares that may be issued under the Plan even though, at the election of the Committee, they otherwise may be subject to the Plan.

The number of Shares covered by or specified in the Plan and the number of Shares and the purchase price for Shares under any outstanding awards, may be adjusted proportionately by the Committee for any increase or decrease in the number of issued Shares or any change in the value of the Shares resulting from a subdivision or consolidation of Shares, reorganization, recapitalization, spin-off, payment of stock dividends on Shares, any other increase or decrease in the number of issued Shares made without receipt of consideration by the Company, or the payment of an extraordinary cash dividend. The Committee shall ensure that any adjustment which would have the effect of reducing the price of unissued Shares to less than the nominal value of a Share may only be made if and to the extent that the Committee shall be authorised to capitalize from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares exceeds the adjusted price per Share or, where required by any applicable law, using such mechanism involving a third party as the Committee considers necessary.

4. ELIGIBILITY. All key employees and directors employed by the Company and its subsidiaries within the meaning of section 1159 of the Companies Act 2006 are eligible to be selected to receive a grant under the Plan by the Committee. The Committee may condition eligibility under the Plan, and any grant or exercise of an award under the Plan, on such conditions, limitations or restrictions as the Committee determines to be appropriate for any reason. No person may be granted in any period of two consecutive calendar years, awards covering more than 1,600,000 Shares. The maximum amount to be granted to any one person pursuant to awards in any calendar year, denominated in dollars, shall not exceed $8,000,000.

5. AWARDS. The Committee may grant awards under the Plan to eligible persons in the form of stock options (including incentive stock options within the meaning of section 422 of the Code), stock grants, stock units, restricted stock, stock appreciation rights, performance shares and units and dividend equivalent rights, and shall establish the number of Shares subject to each such grant and the terms thereof, including any adjustments for reorganizations and dividends, subject to the following:

(a)

All awards granted under the Plan shall be evidenced by written documents in such form and containing such terms and conditions not inconsistent with the Plan as the Committee shall prescribe.

(b)

The exercise price of any option or stock appreciation right shall not be less than the fair market value of a corresponding number of Shares as of the date of grant, except options or stock appreciation rights being granted to replace options or rights not initially granted by the Company or its predecessors may be granted with exercise prices that in the judgment of the Committee result in options or rights having comparable value to the options or rights being replaced.

(c)

The maximum term on options and stock appreciation rights shall not exceed ten (10) years.

(d)

Options and stock appreciation rights shall vest over a minimum of three years (and shall vest no more quickly than ratably), and all other awards shall have a minimum vesting or holding period of three years, provided that (i) awards that are issued in connection with mergers and acquisitions may have vesting and holding periods that are the same as any awards that they are replacing or otherwise as deemed appropriate by the Committee, and (ii) a vesting or holding period may be reduced as a result of death, disability, retirement, a merger or sale, termination of employment, change in control or other extraordinary event. In the absence of an extraordinary event, the vesting and holding restrictions applicable to an award shall not be reduced or otherwise waived.

(e)

Awards granted under this Plan shall not be transferred, assigned, pledged or hypothecated or otherwise transferred by the grantee except by will or the laws of descent and distribution to the extent permitted in the award itself.

(f)

No option may be repriced by amendment, substitution or cancellation and regrant unless authorized by the Company’s stockholders. Adjustments pursuant to Section 3 above shall not be considered repricing.

(g)

When issuing performance shares or units performance criteria may include: revenue; earnings before interest, taxes, depreciation and amortization (EBITDA); cash earnings (earnings before amortization of intangibles); operating income; pre- or after-tax income; earnings per share, net cash flow; net cash flow per share; net earnings; return on equity; return on total capital; return on sales, return on net assets employed, return on assets; economic value added (or an equivalent metric); share price performance; total shareholder return; improvement in or attainment of expense levels; operating and other margins; and improvement in or attainment of working capital levels. Performance criteria may be related to a specific customer or group of customers or geographic region. Performance criteria may be measured solely on a corporate, subsidiary or division basis, or a combination thereof. Performance criteria may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected performance criteria. Profit, earnings and revenues used for any performance goal measurement may exclude any extraordinary or nonrecurring items and may be adjusted to reflect changes in accounting principles.

(h)

Awards may be settled in cash, shares or deferred delivery, as authorized by the Committee.

(i)

Shares available under the Plan may be used as form of payment for compensation, grants or rights earned or due under other Company plans or arrangements.

5A. LIMITATIONS ON AWARDS. Notwithstanding the other provisions of the Plan:

(a)

Where shares are to be issued direct to a participant pursuant to an option or stock appreciation right, the exercise price shall not be less than the aggregate nominal value of such Shares.

(b)

Where awards are made within the time period contemplated by section 162(m) of the Code, at the election of the Committee the commencement of the vesting or holding period may relate back to the beginning of the fiscal year.

(c)

Shares shall not be issued under the Plan directly to participants for less than the nominal value of a Share. Where Shares are to be issued and no amount is to be paid by a participant, where required by any applicable law, this may be done using such mechanism involving a third party as the Committee considers necessary or by the Company paying (or procuring payment of) a bonus to the participant in respect of the nominal value of each share and, with the participant’s agreement, using such amount to pay up nominal value or by capitalizing reserves in accordance with the articles of association.

(d)

Payment for Shares acquired pursuant to an Option shall be made in full upon exercise of the Option in a manner approved by the Committee, which may include any of the following payment methods: (1) in immediately available funds in United States dollars (if appropriate, at such exchange rate as may be determined by the Committee), or by check or (2) by any other means approved by the Committee.

6. AMENDMENT OF THE PLAN. The Board of Directors or the Committee may from time to time suspend, terminate, revise or amend the Plan or the terms of any grant in any respect whatsoever, provided that, without the approval of the stockholders of the Company, no such revision or amendment may increase the number of Shares subject to the Plan, change the provisions of Section 5 above, or expand those eligible for grants under the Plan.

7. PRIOR PLANS. As of the Effective Date no further awards shall be made under any of the Company’s prior stock incentive plans.

8. RECOUPMENT. Awards under the Plan shall be subject to any recoupment or clawback policy of the Company on the date of award as well as any applicable law or regulation, including a stock exchange rule, providing for recoupment or clawback.

9. GENERAL. The laws of the State of Delaware shall apply to the Plan. Nothing herein shall restrict the Board from exercising the authority granted hereunder to the Committee or otherwise from exercising its fiduciary duties.

APPENDIX TO THE ARRIS INTERNATIONAL PLC STOCK INCENTIVE PLAN

(Sub-Plan for Non-Employees)

This Appendix constitutes the Sub Plan of the Arris International plc 2011 Stock Incentive Plan. The terms of the Sub-Plan shall be identical to the terms of the Arris International plc 2011 Stock Incentive Plan, as amended from time to time, except that active consultants and non-executive directors of the Company and its subsidiaries are eligible to be selected to receive a grant under the Plan by the Committee.

Exhibit 10.4

BROADBAND PARENT CORPORATION

2001 STOCK INCENTIVE PLAN

(As amended through January 4, 2016)

1. PURPOSE AND EFFECTIVE DATE. Broadband Parent Corporation (the “Company”) has established this 2001 Stock Incentive Plan (the “Plan”) to facilitate the retention and continued motivation of key employees, consultants and directors and to align more closely their interests with those of the Company and its stockholders. The effective date of the Plan shall be the date it is approved by the stockholders of ANTEC Corporation at a special meeting at which the reorganization of ANTEC Corporation as a wholly owned subsidiary of the Company is also approved. (At or subsequent to the effective date, the Company changed its name to Arris Group, Inc. In 2013, the Plan was assumed by Arris Holdco, Inc. when a subsidiary of Arris Holdco, Inc. merged with and into Arris Group, Inc. Arris Holdco, Inc. subsequently changed its name to Arris Group, Inc. In 2015, Arris International plc (“Arris International”) assumed the Plan when a subsidiary of Arris International merged with and into Arris Group, Inc. The Plan was amended and restated in connection with this final transaction.)

2. ADMINISTRATION. The Plan shall be administered by the Board of Directors, or the Compensation Committee of the Company’s Board of Directors or such other Board committee as the Board may designate (the “Committee”). The Committee has the authority and responsibility for the interpretation, administration and application of the provisions of the Plan, and the Committee’s interpretations of the Plan, and all actions taken by it and determinations made by it shall be binding on all persons. No Board or Committee member shall be liable for any determination, decision or action made in good faith with respect to the Plan.

3. SHARES SUBJECT TO PLAN. A total of 9,580,000 shares of Common Stock of the Company (“Shares”) may be issued pursuant to the Plan. The Shares may be authorized but unissued Shares or Shares reacquired by the Company and held in its treasury. Grants of incentive awards under the Plan will reduce the number of Shares available thereunder by the maximum number of Shares obtainable under such grants. If all or any portion of the Shares otherwise subject to any grant under the Plan are not delivered for any reason including, but not limited to, the cancellation, expiration or termination of any option right or unit, the settlement of any award in cash, the forfeiture of any restricted stock, or the repurchase of any Shares by the Company from a participant for the cost of the participant’s investment in the Shares, such number of Shares shall be available again for issuance under the Plan. The number of Shares covered by or specified in the Plan and the number of Shares and the purchase price for Shares under any outstanding awards, may be adjusted proportionately by the Committee for any increase or decrease in the number of issued Shares or any change in the value of the Shares resulting from a subdivision or consolidation of Shares, reorganization, recapitalization, spin-off, payment of stock dividends on the Shares, any other increase or decrease in the number of issued Shares made without receipt of consideration by the Company, or the payment of an extraordinary cash dividend.

4. ELIGIBILITY. All key employees, active consultants and directors of the Company and its subsidiaries are eligible to be selected to receive a grant under the Plan by the Committee. The Committee may condition eligibility under the Plan or participation under the Plan, and any grant or exercise of an incentive award under the Plan on such conditions, limitations or restrictions as the Committee determines to be appropriate for any reason. No person may be granted in any period of two consecutive calendar years, awards covering more than 750,000 Shares.

5. AWARDS. The Committee may grant awards under the Plan to eligible persons in the form of stock options (including incentive stock options within the meaning of section 422 of the Code), stock grants, stock units, restricted stock, stock appreciation rights, performance shares and units and dividend equivalent rights, and reload options to purchase additional Shares if Shares are delivered in payment of any other options, and shall establish the number of Shares subject to each such grant and the terms thereof, including any adjustments for reorganizations and dividends, subject to the following:

(a) All awards granted under the Plan shall be evidenced by agreements in such form and containing such terms and conditions not inconsistent with the Plan as the Committee shall prescribe.

(b) The exercise price of any option or stock appreciation right shall not be less than the fair market value of a corresponding number of Shares as of the date of grant, except (i) options or stock appreciation rights being granted to replace options or rights not initially granted by the Company or ANTEC Corporation may be granted with exercise prices that in the judgment of the Committee result in options or rights having comparable value to the options or rights being replaced, and (ii) up to 10% of the Shares may be granted pursuant to options or stock appreciation rights that have exercise prices of not less than 85% of the fair market value of a corresponding number of Shares as of the date of grant.

(d) No option may be repriced by amendment, substitution or cancellation and regrant, unless authorized by the stockholders. Adjustments pursuant to Section 3 above shall not be considered repricing.

6. AMENDMENT OF THE PLAN. The Board of Directors or the Committee may from time to time suspend, terminate, revise or amend the Plan or the terms of any grant in any respect whatsoever, provided that, without the approval of the stockholders of the Company, no such revision or amendment may increase the number of Shares subject to the Plan, change the provisions of Section 5 above, or expand those eligible for grants under the Plan.

7. ARRIS INTERNATIONAL SHARES. Notwithstanding any other rule of this Plan, with effect from the time that Arris International plc has acquired the issued and to be issued share capital of Arris Group, Inc and Pace plc, references in the Plan and the related award documents to Shares shall be read as references to ordinary shares of Arris International (“Arris Shares”), Arris International agrees to perform the obligations of the Company under the Plan and the related award documents, and the following provisions shall apply:

(a) where Arris Shares are to be issued directly to a participant and no amount (or less than the nominal value per share) is to be paid by a participant, where required by any applicable law, this may be done using such mechanism involving a third party as the Committee considers necessary or by the Company paying (or procuring payment of) a bonus to the participant in respect of the nominal value of each share and, with the participant’s agreement, using such amount to pay up nominal value or by capitalizing reserves in accordance with the articles of association; and

(b) where a Tax Liability arises (or would arise) for any member of the Company’s group in respect of an award, as a condition of vesting or exercise of an award a participant must either:

(i) make a payment to that company of an amount equal to that company’s estimate of the amount of the Tax Liability; or

(ii) enter into arrangements acceptable to that company to secure that such payment is made (whether by surrender of shares, cancellation of part of an award, the sale of shares or otherwise).

For these purposes, “Tax Liability” shall mean any amount of federal, state or local tax and/or employees’ social security (or similar) contributions which any member of the Company’s group becomes liable to pay on the participant’s behalf to the revenue authorities in any jurisdiction.

Exhibit 10.5

ARRIS GROUP, INC.

2004 STOCK INCENTIVE PLAN

(As amended through January 4, 2016)

1. Purpose and Effective Date. ARRIS Group, Inc. (the “Company”) has established this 2004 Stock Incentive Plan (the “Plan”) to facilitate the retention and continued motivation of key employees, consultants and directors and to align more closely their interests with those of the Company and its stockholders. The effective date of the 2004 Incentive Plan shall be the date it is approved by the stockholders of the Company. This plan shall expire in its entirety ten (10) years from the date the plan is approved by stockholders (the “Effective Date”). This Plan will serve as the successor to the Company’s existing Stock Incentive Plans, (the “Predecessor Plans”). All shares available for grant under the Predecessor Plans shall be cancelled on the Effective Date. Only those shares subject to outstanding stock awards under the Predecessor Plans that are forfeited, cancelled, or expire unexercised; shares tendered (either actually or through attestation) to pay the option exercise price of such outstanding awards; and shares withheld for the payment of withholding taxes associated with such outstanding awards return to the share reserve of the Predecessor Plan and shall be available again for issuance under the Predecessor Plan. All outstanding awards under the Predecessor Plans as of the Effective Date will remain outstanding awards under the applicable Predecessor Plan. Each such outstanding award will continue to be governed by the express terms and conditions of the agreements evidencing such award. No provision of this Plan shall be deemed to affect or otherwise modify the rights or obligations of the holders of such awards under Predecessor Plans with respect to their acquisition of shares of the Company’s common stock (“Common Stock”) thereunder. (In 2013, the Plan was assumed by Arris Holdco, Inc. when a subsidiary of Arris Holdco, Inc. merged with and into Arris Group, Inc. Arris Holdco, Inc. changed its name to Arris Group, Inc. In 2015, Arris International plc (“Arris International”) assumed the Plan when a subsidiary of Arris International merged with and into Arris Group, Inc. The Plan was amended and restated in connection with this final transaction.)

2. Administration. The Plan shall be administered by the Board of Directors, or the Compensation Committee of the Company’s Board of Directors or such other Board committee as the Board may designate (the “Committee”). The Committee has the authority and responsibility for the interpretation, administration and application of the provisions of the 2004 Incentive Plan, and the Committee’s interpretations of the 2004 Incentive Plan, and all actions taken by it and determinations made by it shall be binding on all persons. No Board or Committee member shall be liable for any determination, decision or action made in good faith with respect to the 2004 Incentive Plan.

3. Shares Subject to Plan. A total of 6,000,000 shares of Common Stock of the Company (“Shares”) may be issued pursuant to the 2004 Incentive Plan. The Shares may be authorized but unissued Shares or Shares reacquired by the Company and held in its treasury. Grants of incentive awards under the 2004 Incentive Plan will reduce the number of Shares available thereunder by the maximum number of Shares obtainable under such grants. If all or

any portion of the Shares otherwise subject to any grant under the 2004 Incentive Plan are not delivered for any reason including, but not limited to, the cancellation, expiration or termination of any option right or unit, the settlement of any award in cash, the forfeiture of any restricted stock, or the repurchase of any Shares by the Company from a participant for the cost of the participant’s investment in the Shares, such number of Shares shall be available again for issuance under the 2004 Incentive Plan. Shares tendered (either actually or through attestation) to pay the option exercise price and shares withheld for the payment of withholding taxes return to the share reserve and shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger or an acquisition do not reduce the share reserve. Shares subject to outstanding option grants under the Predecessor Plans that are forfeited, cancelled, or expire unexercised; shares tendered (either actually or through attestation) to pay the option exercise price of such outstanding awards; and shares withheld for the payment of withholding taxes associated with such outstanding awards return to the share reserve of the Predecessor Plan and shall be available again for issuance under the Predecessor Plan. The number of Shares covered by or specified in the 2004 Incentive Plan and the number of Shares and the purchase price for Shares under any outstanding awards, may be adjusted proportionately by the Committee for any increase or decrease in the number of issued Shares or any change in the value of the Shares resulting from a subdivision or consolidation of Shares, reorganization, recapitalization, spin-off, payment of stock dividends on the Shares, any other increase or decrease in the number of issued Shares made without receipt of consideration by the Company, or the payment of an extraordinary cash dividend.

4. Eligibility. All key employees, active consultants and directors of the Company and its subsidiaries are eligible to be selected to receive a grant under the 2004 Incentive Plan by the Committee. The Committee may condition eligibility under the 2004 Incentive Plan or participation under the 2004 Incentive Plan, and any grant or exercise of an incentive award under the 2004 Incentive Plan on such conditions, limitations or restrictions as the Committee determines to be appropriate for any reason. No person may be granted in any period of two consecutive calendar years, awards covering more than 1,500,000 Shares. The maximum amount to be paid to any one person pursuant to performance units, in any calendar year, shall not exceed $2,000,000.

5. Awards. The Committee may grant awards under the 2004 Incentive Plan to eligible persons in the form of stock options (including incentive stock options within the meaning of section 422 of the Code), stock grants, stock units, restricted stock, stock appreciation rights, performance shares and units and dividend equivalent rights, and shall establish the number of Shares subject to each such grant and the terms thereof, including any adjustments for reorganizations and dividends, subject to the following:

(a) All awards granted under the 2004 Incentive Plan shall be evidenced by agreements in such form and containing such terms and conditions not inconsistent with the 2004 Incentive Plan as the Committee shall prescribe.

Company or its predecessors may be granted with exercise prices that in the judgment of the Committee result in options or rights having comparable value to the options or rights being replaced. The maximum term on options and stock appreciation rights shall not exceed ten (10) years.

(c) No more than 2,000,000 of the Shares may be awarded in a form other than options or stock appreciation rights. The aggregate number of Shares with respect to which incentive stock options may be issued under the Plan shall not exceed 4,000,000.

(d) No option may be repriced by amendment, substitution or cancellation and regrant, unless authorized by the stockholders. Adjustments pursuant to Section 3 above shall not be considered repricing.

(e) When issuing performance shares or units, performance measures may include: revenue; earnings before interest, taxes, depreciation and amortization (EBITDA); cash earnings (earnings before amortization of intangibles); operating income; pre- or after-tax income; earnings per share, net cash flow; net cash flow per share; return on equity; return on total capital; return on sales, return on net assets employed, return on assets; economic value added (or an equivalent metric); share price performance; total shareholder return; improvement in or attainment of expense levels; improvement in or attainment of working capital levels. Performance criteria may be related to a specific customer or group of customers or geographic region. Performance goals may be measured solely on a corporate, subsidiary or division basis, or a combination thereof. Performance criteria may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected performance criteria. Profit, earnings and revenues used for any performance goal measurement may exclude any extraordinary nonrecurring items.

(f) All awards may be settled in cash, shares or deferred delivery.

(g) Shares granted from the plan may be used as a form of payment for compensation, grants or rights earned or due under other Company plans or arrangements.

6. Amendment of the Plan. The Board of Directors or the Committee may from time to time suspend, terminate, revise or amend the 2004 Incentive Plan or the terms of any grant in any respect whatsoever, provided that, without the approval of the stockholders of the Company, no such revision or amendment may increase the number of Shares subject to the 2004 Incentive Plan, change the provisions of Section 5 above, or expand those eligible for grants under the 2004 Incentive Plan.

7. ARRIS International Shares . Notwithstanding any other rule of this Plan, with effect from the time that Arris International has acquired the issued and to be issued share capital of Arris Group, Inc. and Pace plc, references in the Plan and the related award documents to Shares shall be read as references to ordinary shares of Arris International plc (“Arris Shares”), Arris International agrees to perform the obligations of the Company under the Plan and the related award documents, and the following provisions shall apply:

Committee considers necessary or by the Company paying (or procuring payment of) a bonus to the participant in respect of the nominal value of each share or, with the participant’s agreement, using such amount to pay up nominal value or by capitalizing reserves in accordance with the articles of association; and

(b) where a Tax Liability arises (or would arise) for any member of the Company’s group in respect of an award, as a condition of vesting or exercise of an award a participant must either:

(i) make a payment to that company of an amount equal to that company’s estimate of the amount of the Tax Liability; or

(ii) enter into arrangements acceptable to that company to secure that such payment is made (whether by surrender of shares, cancellation of part of an award, the sale of shares or otherwise).

Exhibit 10.6

ARRIS GROUP, INC.

2007 STOCK INCENTIVE PLAN

(As amended through January 4, 2016)

1. PURPOSE AND EFFECTIVE DATE. ARRIS Group, Inc. (the “Company”) has established this 2007 Stock Incentive Plan (the “Plan”) to facilitate the retention and continued motivation of key employees, consultants and directors and to align more closely their interests with those of the Company and its stockholders. The effective date of the Plan shall be the date it is approved by the stockholders of the Company (the “Effective Date”). No grants shall be made under this Plan subsequent to ten (10) years after the Effective Date. This Plan will have no impact on the Company’s existing stock incentive plans or the awards outstanding thereunder. (In 2013, the Plan was assumed by Arris Holdco, Inc. when a subsidiary of Arris Holdco, Inc. merged with and into Arris Group, Inc. Arris Holdco, Inc. changed its name to Arris Group, Inc. In 2015, Arris International plc (“Arris International”) assumed the Plan when a subsidiary of Arris International merged with and into Arris Group Inc. The Plan was amended and restated in connection with this final transaction.)

2. ADMINISTRATION. The Plan shall be administered by the Compensation Committee of the Company’s Board of Directors or such other Board committee consisting solely of independent directors (as determined by the Board or a committee thereof) as the Board may designate (the “Committee”). The Committee has the authority and responsibility for the interpretation, administration and application of the provisions of the Plan, and the Committee’s interpretations of the Plan, and all actions taken by it and determinations made by it, shall be binding on all persons. The Committee may authorize one or more officers to approve the awards of options and other rights to non-officers to the extent permitted by Section 157(c) of the Delaware General Corporation Law. No Board or Committee member shall be liable for any determination, decision or action made in good faith with respect to the Plan.

3. SHARES SUBJECT TO PLAN. A total of 5,000,000 shares of Common Stock of the Company (“Shares”) may be issued pursuant to the Plan. The Shares may be authorized but unissued Shares or Shares reacquired by the Company and held in its treasury. Grants of incentive awards under the Plan will reduce the number of Shares available thereunder by the maximum number of Shares obtainable under such grants. If all or any portion of the Shares otherwise subject to an incentive award under the Plan are not delivered or do not vest for any reason including, but not limited to, the cancellation, expiration or termination of any option right or unit, the settlement of any award in cash, the forfeiture of any restricted stock, or the repurchase of any Shares by the Company from a participant for the cost of the participant’s investment in the Shares, such number of Shares shall be available again for issuance under the Plan. Notwithstanding the foregoing, Shares tendered (either actually or through attestation) to pay the option exercise price, shares withheld for the payment of withholding taxes and, shares and other awards repurchased by the Company from a person using proceeds from the exercise of awards by that person shall not return to the share reserve, and the determination of the number of Shares used in connection with stock-settled stock appreciation rights shall be based upon the number of Shares with respect to which the rights were based and not just the number

of Shares delivered upon settlement. Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger or an acquisition shall reduce the share reserve. The number of Shares covered by or specified in the Plan and the number of Shares and the purchase price for Shares under any outstanding awards, may be adjusted proportionately by the Committee for any increase or decrease in the number of issued Shares or any change in the value of the Shares resulting from a subdivision or consolidation of Shares, reorganization, recapitalization, spin-off, payment of stock dividends on the Shares, any other increase or decrease in the number of issued Shares made without receipt of consideration by the Company, or the payment of an extraordinary cash dividend.

4. ELIGIBILITY. All key employees, active consultants and directors of the Company and its subsidiaries are eligible to be selected to receive a grant under the Plan by the Committee. The Committee may condition eligibility under the Plan, and any grant or exercise of an incentive award under the Plan, on such conditions, limitations or restrictions as the Committee determines to be appropriate for any reason. No person may be granted in any period of two consecutive calendar years, awards covering more than 1,500,000 Shares. The maximum amount to be paid to any one person pursuant to performance units, in any calendar year, shall not exceed $2,000,000.

5. AWARDS. The Committee may grant awards under the Plan to eligible persons in the form of stock options (including incentive stock options within the meaning of section 422 of the Code), stock grants, stock units, restricted stock, stock appreciation rights, performance shares and units and dividend equivalent rights, and shall establish the number of Shares subject to each such grant and the terms thereof, including any adjustments for reorganizations and dividends, subject to the following:

(a)

All awards granted under the Plan shall be evidenced by agreements in such form and containing such terms and conditions not inconsistent with the Plan as the Committee shall prescribe.

(b)

(c)

Options and stock appreciation rights shall vest over a minimum of three years (and shall vest no more quickly than ratably), and all other awards shall have a minimum vesting or holding period of three years, provided that (i) awards that are issued in connection with mergers and acquisitions may have vesting and holding periods that are the same as any awards that they are replacing or otherwise as deemed appropriate by the Committee, and (ii) a vesting or holding period may be reduced as a result of death, disability, retirement, a merger or sale, termination of employment or other extraordinary event. In the absence of an extraordinary event, the vesting and holding restrictions applicable to an award shall not be reduced or otherwise waived.

(d)

No more than 2,000,000 of the Shares may be awarded in a form other than options or stock appreciation rights. The aggregate number of Shares with respect to which incentive stock options may be issued under the Plan shall not exceed 4,000,000.

(e)

No option may be repriced by amendment, substitution or cancellation and regrant, unless authorized by the stockholders. Adjustments pursuant to Section 3 above shall not be considered repricing.

(f)

When issuing performance shares or units performance criteria may include: revenue; earnings before interest, taxes, depreciation and amortization (EBITDA); cash earnings (earnings before amortization of intangibles); operating income; pre- or after-tax income; earnings per share, net cash flow; net cash flow per share; net earnings; return on equity; return on total capital; return on sales, return on net assets employed, return on assets; economic value added (or an equivalent metric); share price performance; total shareholder return; improvement in or attainment of expense levels; and improvement in or attainment of working capital levels. Performance criteria may be related to a specific customer or group of customers or geographic region. Performance criteria may be measured solely on a corporate, subsidiary or division basis, or a combination thereof. Performance criteria may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected performance criteria. Profit, earnings and revenues used for any performance goal measurement may exclude any extraordinary or nonrecurring items.

(g)

All awards may be settled in cash, shares or deferred delivery, as authorized by the Committee.

(h)

Shares granted from the plan may be used as form of payment for compensation, grants or rights earned or due under other Company plans or arrangements.

7. GENERAL. The laws of the State of Delaware shall apply to the Plan. Nothing herein shall restrict the Board from exercising the authority granted hereunder to the Committee or otherwise from exercising its fiduciary duties.

8. ARRIS INTERNATIONAL SHARES. Notwithstanding any other rule of this Plan, with effect from the time that Arris International plc has acquired the issued and to be issued share capital of Arris Group, Inc and Pace plc, references in the Plan and the related award documents to Shares shall be read as references to ordinary shares of Arris International (“Arris Shares”), Arris International agrees to perform the obligations of the Company under the Plan and the related award documents, and the following provisions shall apply:

(a)

where Arris Shares are to be issued directly to a participant and no amount (or less than the nominal value per share) is to be paid by a participant, where required by

any applicable law, this may be done using such mechanism involving a third party as the Committee considers necessary or by the Company paying (or procuring payment of) a bonus to the participant in respect of the nominal value of each share and, with the participant’s agreement, using such amount to pay up nominal value or by capitalizing reserves in accordance with the articles of association; and

(b)

where a Tax Liability arises (or would arise) for any member of the Company’s group in respect of an award, as a condition of vesting or exercise of an award a participant must either:

(i) make a payment to that company of an amount equal to that company’s estimate of the amount of the Tax Liability; or

(ii) enter into arrangements acceptable to that company to secure that such payment is made (whether by surrender of shares, cancellation of part of an award, the sale of shares or otherwise).

Exhibit 10.7

ARRIS GROUP, INC.

2008 STOCK INCENTIVE PLAN

(As amended through January 4, 2016)

1. PURPOSE AND EFFECTIVE DATE . ARRIS Group, Inc. (the “Company”) has established this 2008 Stock Incentive Plan (the “Plan”) to facilitate the retention and continued motivation of key employees, consultants and directors and to align more closely their interests with those of the Company and its stockholders. The effective date of the Plan shall be the date it is approved by the stockholders of the Company, May 28, 2008 (the “Effective Date”). No grants shall be made under this Plan subsequent to ten (10) years after the Effective Date. This Plan will have no impact on the Company’s existing stock incentive plans or the awards outstanding thereunder. (In 2013, the Plan was assumed by Arris Holdco, Inc. when a subsidiary of Arris Holdco, Inc. merged with and into Arris Group, Inc. Arris Holdco, Inc. changed its name to Arris Group, Inc. In 2015, Arris International plc (“Arris International”) assumed the Plan when a subsidiary of Arris International merged with and into Arris Group, Inc. The Plan was amended and restated in connection with this final transaction.)

2. ADMINISTRATION . The Plan shall be administered by the Compensation Committee of the Company’s Board of Directors or such other Board committee consisting solely of independent directors (as determined by the Board or a committee thereof) as the Board may designate (the “Committee”). The Committee has the authority and responsibility for the interpretation, administration and application of the provisions of the Plan, and the Committee’s interpretations of the Plan, and all actions taken by it and determinations made by it, shall be binding on all persons. The Committee may authorize one or more officers to grant awards to the extent permitted by Section 157(c) of the Delaware General Corporation Law. No Board or Committee member shall be liable for any determination, decision or action made in good faith with respect to the Plan.

3. SHARES SUBJECT TO PLAN . A total of 12,300,000 shares of Common Stock, or rights with respect to Common Stock, of the Company (“Shares”) may be issued pursuant to the Plan. The Shares may be authorized but unissued Shares or Shares reacquired by the Company and held in its treasury. In determining the number of shares available for awards:

(a) Grants of awards under the Plan will reduce the number of Shares available thereunder by the maximum number of Shares obtainable under such grants.

(b) Awards of stock, stock units, restricted stock, performance shares and units, and dividend equivalent rights will reduce the number of shares available thereunder at the rate of 1.58 shares per interest granted.

(c) The aggregate number of Shares with respect to which incentive stock options may be issued under the Plan shall not exceed 4,000,000.

(d) If all or any portion of the Shares otherwise subject to an award under the Plan are not delivered or do not vest for any reason including, but not limited to, the cancellation, expiration or termination of any option right or unit, the settlement of any award in cash, the forfeiture of any restricted stock, or the repurchase of any Shares by the Company from a participant for the cost of the participant’s investment in the Shares, such number of Shares shall be available again for issuance under the Plan.

(e) Shares tendered (either actually or through attestation) to pay the option exercise price, shares withheld for the payment of withholding taxes and shares and other awards repurchased by the Company from a person using proceeds from the exercise of awards by that person shall not

return to the share reserve, and the determination of the number of Shares used in connection with stock-settled stock appreciation rights shall be based upon the number of Shares with respect to which the rights were based and not just the number of Shares delivered upon settlement.

(f) Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger or an acquisition shall not reduce the share reserve.

4. ELIGIBILITY . All key employees, active consultants and directors of the Company and its subsidiaries are eligible to be selected to receive a grant under the Plan by the Committee. The Committee may condition eligibility under the Plan, and any grant or exercise of an award under the Plan, on such conditions, limitations or restrictions as the Committee determines to be appropriate for any reason. No person may be granted in any period of two consecutive calendar years, awards covering more than 1,500,000 Shares. The maximum amount to be granted to any one person pursuant to performance units, in any calendar year, shall not exceed $2,000,000.

5. AWARDS . The Committee may grant awards under the Plan to eligible persons in the form of stock options (including incentive stock options within the meaning of section 422 of the Code), stock grants, stock units, restricted stock, stock appreciation rights, performance shares and units and dividend equivalent rights, and shall establish the number of Shares subject to each such grant and the terms thereof, including any adjustments for reorganizations and dividends, subject to the following:

(a) All awards granted under the Plan shall be evidenced by written documents in such form and containing such terms and conditions not inconsistent with the Plan as the Committee shall prescribe.

(b) The exercise price of any option or stock appreciation right shall not be less than the fair market value of a corresponding number of Shares as of the date of grant, except options or stock appreciation rights being granted to replace options or rights not initially granted by the Company or its predecessors may be granted with exercise prices that in the judgment of the Committee result in options or rights having comparable value to the options or rights being replaced. The maximum term on options and stock appreciation rights shall not exceed ten (10) years.

(c) Options and stock appreciation rights shall vest over a minimum of three years (and shall vest no more quickly than ratably), and all other awards shall have a minimum vesting or holding period of three years, provided that (i) awards that are issued in connection with mergers and acquisitions may have vesting and holding periods that are the same as any awards that they are replacing or otherwise as deemed appropriate by the Committee, and (ii) a vesting or holding period may be reduced as a result of death, disability, retirement, a merger or sale, termination of employment, change in control or other extraordinary event. In the absence of an extraordinary event, the vesting and holding restrictions applicable to an award shall not be reduced or otherwise waived.

(d) Awards granted under this Plan shall not be transferred, assigned, pledged or hypothecated or otherwise transferred by the grantee except by will or the laws of descent and distribution to the extent permitted in the award itself.

(e) No option may be repriced by amendment, substitution or cancellation and regrant, unless authorized by the stockholders. Adjustments pursuant to Section 3 above shall not be considered repricing.

(f) When issuing performance shares or units performance criteria may include: revenue; earnings before interest, taxes, depreciation and amortization (EBITDA); cash earnings (earnings before amortization of intangibles); operating income; pre- or after-tax income; earnings per share, net cash flow; net cash flow per share; net earnings; return on equity; return on total capital; return on sales, return on net assets employed, return on assets; economic value added (or an equivalent metric); share price performance; total shareholder return; improvement in or attainment of expense levels; and improvement in or attainment of working capital levels. Performance criteria may be related to a specific customer or group of customers or geographic region. Performance criteria may be measured solely on a corporate, subsidiary or division basis, or a combination thereof. Performance criteria may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected performance criteria. Profit, earnings and revenues used for any performance goal measurement may exclude any extraordinary or nonrecurring items.

(g) All awards may be settled in cash, shares or deferred delivery, as authorized by the Committee.

(h) Shares granted from the plan may be used as form of payment for compensation, grants or rights earned or due under other Company plans or arrangements.

6. AMENDMENT OF THE PLAN . The Board of Directors or the Committee may from time to time suspend, terminate, revise or amend the Plan or the terms of any grant in any respect whatsoever, provided that, without the approval of the stockholders of the Company, no such revision or amendment may increase the number of Shares subject to the Plan, change the provisions of Section 5 above, or expand those eligible for grants under the Plan.

7. GENERAL . The laws of the State of Delaware shall apply to the Plan. Nothing herein shall restrict the Board from exercising the authority granted hereunder to the Committee or otherwise from exercising its fiduciary duties.

8. ARRIS INTERNATIONAL PLC SHARES . Notwithstanding any other rule of this Plan, with effect from the time that Arris International plc has acquired the issued and to be issued share capital of Arris Group, Inc and Pace plc, references to Shares shall be read as references in the Plan and the related award documents to ordinary shares of Arris International plc (“Arris Shares”), Arris International agrees to perform the obligations of the Company under the Plan and the related award documents, and the following provisions shall apply:

(b) where a Tax Liability arises (or would arise) for any member of the Company’s group in respect of an award, as a condition of vesting or exercise of an award a participant must either:

(i) make a payment to that company of an amount equal to that company’s estimate of the amount of the Tax Liability; or

(ii) enter into arrangements acceptable to that company to secure that such payment is made (whether by surrender of shares, cancellation of part of an award, the sale of shares or otherwise).

Exhibit 10.8

BIGBAND NETWORKS, INC.

2007 EQUITY INCENTIVE PLAN

(As amended through January 4, 2016)

1. Purposes of the Plan . The purposes of this Plan are:

•

to attract and retain the best available personnel for positions of substantial responsibility,

•

to provide additional incentive to Employees, Directors and Consultants, and

•

to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. (In 2011, Arris Group, Inc. assumed the Plan when a subsidiary of Arris Group, Inc. merged with and into Big Band Networks, Inc. In 2013, Arris Holdco, Inc. assumed the Plan when a subsidiary of Arris Holdco, Inc. merged with and into Arris Group, Inc. Arris Holdco, Inc. changed its name to Arris Group, Inc. In 2015, Arris International plc (“Arris International”) assumed the Plan when a subsidiary of Arris International merged with and into Arris Group, Inc. The Plan was amended and restated in connection with this final transaction.)

2. Definitions . As used herein, the following definitions will apply:

(a) “ Administrator ” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

(b) “ Applicable Laws ” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

(c) “ Award ” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares.

(d) “ Award Agreement ” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

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

(f) “ Change in Control ” means the occurrence of any of the following events:

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;

(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

(g) “ Code ” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(h) “ Committee ” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof.

(i) “ Common Stock ” means the common stock of the Company.

(j) “ Company ” means BigBand Networks, Inc., a Delaware corporation, or any successor thereto.

(k) “ Consultant ” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

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

(m) “ Disability ” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(n) “ Employee ” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

(o) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(p) “ Exchange Program ” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

(q) “ Fair Market Value ” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(iii) For purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public as set forth in the final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock; or

(iv) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.

(r) “ Fiscal Year ” means the fiscal year of the Company.

(s) “ Incentive Stock Option ” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(t) “ Inside Director ” means a Director who is an Employee.

(u) “ Nonstatutory Stock Option ” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(v) “ Officer ” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(w) “ Option ” means a stock option granted pursuant to the Plan.

(x) “ Outside Director ” means a Director who is not an Employee.

(y) “ Parent ” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(z) “ Participant ” means the holder of an outstanding Award.

(aa) “ Performance Share ” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 10.

(bb) “ Performance Unit ” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10.

(cc) “ Period of Restriction ” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(dd) “ Plan ” means this 2007 Equity Incentive Plan.

(ee) “ Registration Date ” means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities.

(ff) “ Restricted Stock ” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the early exercise of an Option.

(gg) “ Restricted Stock Unit ” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(hh) “ Rule 16b-3 ” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(ii) “ Section 16(b) ” means Section 16(b) of the Exchange Act.

(jj) “ Service Provider ” means an Employee, Director or Consultant.

(kk) “ Share ” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.

(ll) “ Stock Appreciation Right ” means an Award, granted alone or in connection with an Option, that pursuant to Section 9 is designated as a Stock Appreciation Right.

(mm) “ Subsidiary ” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan .

(a) Stock Subject to the Plan . Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 6,000,000 Shares, plus (i) any Shares that, as of the Registration Date, have been reserved but not issued pursuant to any awards granted under the Company’s 1999 Share Option and Incentive Plan, 2001 Share Option and Incentive Plan and 2003 Share Option and Incentive Plan (individually the “1999 Plan,” the “2001 Plan,” and the “2003 Plan,” respectively, and collectively the “1999, 2001 and 2003 Plans”) and are not subject to any awards granted thereunder, and (ii) any Shares subject to stock options or similar awards granted under the

1999, 2001 and 2003 Plans that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the 1999, 2001 and 2003 Plans that are forfeited to or repurchased by the Company, with the maximum number of Shares to be added to the Plan pursuant to clauses (i) and (ii) equal to 20,005,559 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.

(b) Automatic Share Reserve Increase . The number of Shares available for issuance under the Plan shall be increased on the first day of each Fiscal Year beginning with the 2008 Fiscal Year, in an amount equal to the least of (A) 6,000,000 Shares, (B) five percent (5%) of the outstanding Shares on the last day of the immediately preceding Fiscal Year or (C) such number of Shares determined by the Board.

(c) Lapsed Awards . If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 3(c).

(d) Share Reserve . The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

4. Administration of the Plan .

(a) Procedure .

(i) Multiple Administrative Bodies . Different Committees with respect to different groups of Service Providers may administer the Plan.

(ii) Section 162(m) . To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two (2) or more “outside directors” within the meaning of Section 162(m) of the Code.

(iii) Rule 16b-3 . To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.

(iv) Other Administration . Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws.

(b) Powers of the Administrator . Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;

(vi) to determine the terms and conditions of any, and to institute any Exchange Program;

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

(ix) to modify or amend each Award (subject to Section 18(c) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Awards;

(x) to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 14;

(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award; and

(xiii) to make all other determinations deemed necessary or advisable for administering the Plan.

(c) Effect of Administrator’s Decision . The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.

5. Eligibility . Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

6. Stock Options .

(a) Limitations . Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.

(b) Term of Option . The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.

(i) Exercise Price . The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, subject to the following:

(1) In the case of an Incentive Stock Option

a) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.

b) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(2) In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(3) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.

(ii) Waiting Period and Exercise Dates . At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.

(iii) Form of Consideration . The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, (4) other Shares, provided Shares acquired directly or indirectly from the Company, (A) have been owned by the Participant and not subject to substantial risk of forfeiture for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option will be exercised; (5) consideration received by the Company under a broker-assisted (or other) cashless exercise program implemented by the Company in connection with the Plan; (6) any combination of the foregoing methods of payment; or (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

(d) Exercise of Option .

(i) Procedure for Exercise; Rights as a Stockholder . Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.

An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.

Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(ii) Termination of Relationship as a Service Provider . If a Participant ceases to be a Service Provider, other than upon the Participant’s death or Disability, the Participant

may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(iii) Disability of Participant . If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(iv) Death of Participant . If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

7. Restricted Stock .

(a) Grant of Restricted Stock . Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

(b) Restricted Stock Agreement . Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.

(c) Transferability . Except as provided in this Section 7, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d) Other Restrictions . The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

(e) Removal of Restrictions . Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

(f) Voting Rights . During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(g) Dividends and Other Distributions . During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

(h) Return of Restricted Stock to Company . On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.

8. Restricted Stock Units .

(a) Grant . Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it shall advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

(b) Vesting Criteria and Other Terms . The Administrator shall set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion.

(c) Earning Restricted Stock Units . Upon meeting the applicable vesting criteria, the Participant shall be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d) Form and Timing of Payment . Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both.

(e) Cancellation . On the date set forth in the Award Agreement, all unearned Restricted Stock Units shall be forfeited to the Company.

9. Stock Appreciation Rights .

(a) Grant of Stock Appreciation Rights . Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b) Number of Shares . The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Service Provider.

(c) Exercise Price and Other Terms . The per share exercise price for the Shares to be issued pursuant to exercise of a Stock Appreciation Right shall be determined by the Administrator and shall be no less than one hundred percent (100%) of the Fair Market Value per share on the date of grant. Otherwise, subject to Section 6(a) of the Plan, the Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.

(d) Stock Appreciation Right Agreement . Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(e) Expiration of Stock Appreciation Rights . A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) also will apply to Stock Appreciation Rights.

(f) Payment of Stock Appreciation Right Amount . Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

(i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

(ii) The number of Shares with respect to which the Stock Appreciation Right is exercised.

At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

10. Performance Units and Performance Shares .

(a) Grant of Performance Units/Shares . Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.

(b) Value of Performance Units/Shares . Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.

(c) Performance Objectives and Other Terms . The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, or individual goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.

(d) Earning of Performance Units/Shares . After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share.

(e) Form and Timing of Payment of Performance Units/Shares . Payment of earned Performance Units/Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.

(f) Cancellation of Performance Units/Shares . On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan.

11. Leaves of Absence/Transfer Between Locations . Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Service Provider will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the ninety-first (91 ^st ) day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.

12. Transferability of Awards . Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

13. Adjustments; Dissolution or Liquidation; Merger or Change in Control .

(a) Adjustments . In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, may (in its sole discretion) adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, the numerical Share limits in Section 3 of the Plan.

(b) Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c) Change in Control . In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator determines, including, without limitation, that each Award be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator shall not be required to treat all Awards similarly in the transaction.

In the event that the successor corporation does not assume or substitute for the Award, the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.

For the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or

Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

Notwithstanding anything in this Section 13(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

(d) Outside Director Awards . With respect to Awards granted to an Outside Director that are assumed or substituted for, if on the date of or following such assumption or substitution the Participant’s status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Performance Units and Performance Shares, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met.

14.	Tax Withholding .

(a) Withholding Requirements . Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding Arrangements . The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

15. No Effect on Employment or Service . Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

16. Date of Grant . The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

17. Term of Plan . Subject to Section 21 of the Plan, the Plan will become effective upon its adoption by the Board. It will continue in effect for a term of ten (10) years from the date adopted by the Board, unless terminated earlier under Section 18 of the Plan.

18. Amendment and Termination of the Plan .

(a) Amendment and Termination . The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Stockholder Approval . The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination . No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

19. Conditions Upon Issuance of Shares .

(a) Legal Compliance . Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations . As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

20. Inability to Obtain Authority . The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

21. Stockholder Approval . The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

22. Arris International Shares . Notwithstanding any other rule of this Plan, with effect from the time that Arris International plc has acquired the issued and to be issued share capital of Arris Group, Inc and Pace plc, references to Shares shall be read as references in the Plan and related award documents to ordinary shares of Arris International (“Arris Shares”), Arris International agrees to perform the obligations of the Company under the Plan and the related award documents, and the following provisions shall apply:

(a)

where Arris Shares are to be issued directly to a participant and no amount (or less than the nominal value per share) is to be paid by a participant, where required by any applicable law, this may be done using such mechanism

involving a third party as the Committee considers necessary or by the Company paying (or procuring payment of) a bonus to the participant in respect of the nominal value of each share and, with the participant’s agreement, using such amount to pay up nominal value or by capitalizing reserves in accordance with the articles of association; and

(b)

where a Tax Liability arises (or would arise) for any member of the Company’s group in respect of an award, as a condition of vesting or exercise of an award a participant must either:

(i) make a payment to that company of an amount equal to that company’s estimate of the amount of the Tax Liability; or

(ii) enter into arrangements acceptable to that company to secure that such payment is made (whether by surrender of shares, cancellation of part of an award, the sale of shares or otherwise).

Exhibit 10.9

PACE PLC

RULES OF

THE PACE SHARESAVE PLAN

This Plan has been notified to HM Revenue & Customs as a Schedule 3 SAYE option scheme

Originally approved by shareholders: 6 September 2005

Approved by HMRC: 9 November 2005

Approval renewed and amendments adopted by shareholders: 24 April 2014

Amended by the Directors (under power delegated to

the General Counsel and Company Secretary): 7 April 2015

LOGO

RULES OF THE PACE SHARESAVE PLAN

CONTENTS


Part A:	Interpretation and Administration	Rules 1 and 2

Part B:	Issue of Invitations and Grant of Options	Rules 3 – 13

Part C:	Exercise of Options	Rules 14 and 15

Part D:	Corporate Transactions	Rules 16 – 19

Part E:	Amendments	Rules 20 and 21

Part F:	Miscellaneous	Rules 22 – 26

CONTENTS



Rule		Page
1	DEFINITIONS AND INTERPRETATION	1
2	PURPOSE AND ADMINISTRATION	5
3	ELIGIBILITY	6
4	TIMING OF INVITATIONS	6
5	INVITATIONS	6
6	THE EXERCISE PRICE	7
7	APPLICATIONS FOR OPTIONS	7
8	ACCEPTANCE AND SCALING-DOWN OF APPLICATIONS	8
9	INDIVIDUAL LIMIT ON PARTICIPATION	9
10	GRANT OF OPTIONS	9
11	RELATIONSHIP WITH CONTRACT OF EMPLOYMENT	10
12	NON-TRANSFERABILITY OF OPTIONS	11
13	COMPANY LIMITS ON SUBSCRIPTION FOR NEW SHARES	11
14	EXERCISE OF OPTIONS	12
15	MANNER OF EXERCISE OF OPTIONS	14
16	RECONSTRUCTION	16
17	WINDING-UP	16
18	CHANGE OF CONTROL	17
19	OPTION ROLLOVER	18
20	VARIATION OF SHARE CAPITAL	21
21	ALTERATION OF THE PLAN	21
22	SERVICE OF DOCUMENTS	23
23	DATA PROTECTION	23
24	OBLIGATION TO ENSURE SUFFICIENT AUTHORISED SHARES	24
25	JURISDICTION	24
26	THIRD PARTY RIGHTS	24

RULES OF THE PACE SHARESAVE PLAN

This Plan is an employees’ share plan originally approved by shareholders of the Company by ordinary resolution passed on 6 September 2005 and renewed on 24 April 2014.

PART A: INTERPRETATION AND ADMINISTRATION

1.	DEFINITIONS AND INTERPRETATION

1.1	In this Plan, the following words and expressions shall have the meanings given below:-

“ 3 year Option ” an Option linked to a 3 year Savings Contract

“ 5 year Option ” an Option linked to a 5 year Savings Contract

“ Acquisition Cost ” in relation to the exercise of an Option, an amount equal to the product of:-

(a)

the maximum number of Shares in respect of which that Option could then be exercised (or such lesser number as is specified in the notice of exercise); and

(b)

the Exercise Price of such Shares

“ Announcement ” the preliminary announcement to the London Stock Exchange of the results of the Company for any period

“ Applicant ” a person who, in response to an Invitation, submits an Application

“ Application ” an application for the grant of an Option made in accordance with Rule 7

“ Application Date ” in relation to any Invitation, such date (being not less than 14 nor more than 21 days after the Invitation Date) as shall be determined by the Directors to be the last day on which an Application may be submitted

“ Associated Company ” any company which, in relation to the Company, is an associated company as that term is defined in paragraph 47 of Schedule 3

“ Bonus Date ”

(a)

the repayment date for a Savings Contract in relation to a 3-year Option; or

(b)

the repayment date for a Savings Contract in relation to a 5-year Option;

“ Companies Act ” the Companies Act 2006

“ Company ” Pace plc

“ Control ” has the meaning given in section 719 of ITEPA

“ Daily Official List ” the Daily Official List of the London Stock Exchange

“ Date of Grant ” in relation to any Option the date on which such Option is granted

“ Dealing Day ” a day on which the London Stock Exchange is open for business

“ Directors ” the board of directors of the Company or a duly constituted committee of the directors

“ Eligible Employee ”

(a)

at the Date of Grant of an Option, any Employee or Full-time Director:-

(i)

who is employed by a Participating Company;

(ii)

who has been continuously employed by one or more Participating Companies for a period of not less than one month preceding the Invitation Date (or for such other period of not more than 5 years preceding the Date of Grant as the Directors may determine from time to time); and

(iii)

whose earnings in respect of such office of employment are (or would be if there were any) general earnings to which section 15 of ITEPA applies (earnings for a year when employee is resident in the UK); or

(b)

any Employee or director of any Participating Company who is nominated by the Directors as an Eligible Employee for the purposes of this Plan

provided that no person shall be eligible to participate in this Plan if he is precluded by virtue of paragraph 10 of Schedule 3 ¹

“ Employee ” an employee of any Participating Company

“ Employees’ Savings Contract ” the Savings Contract entered into by an Eligible Employee or an Optionholder in connection with the grant to him of an Option (and any reference to “ his Savings Contract ” shall be construed accordingly)

“ Exercise Price ” in relation to an Option, the price per Share payable upon the exercise of such Option (rounded up, where appropriate)

“ FCA ” the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000, or its successors from time to time

“ Full-time Director ” a director of any Participating Company who is required to work at least 25 hours per week (excluding meal breaks), disregarding holiday entitlement

“ Group ” the Company and any company which is for the time being a Subsidiary

“ HMRC ” Her Majesty’s Revenue & Customs

“ Invitation ” an invitation to apply for an Option issued in accordance with Rule 5

“ Invitation Date ” the date on which an Invitation is issued in accordance with Rule 5

“ ITEPA ” the Income Tax (Earnings and Pensions) Act 2003

¹	Before 17 July 2013, employees and directors with a “material interest” in a close company were also prohibited from participating.

“ Jointly-Owned Company ” has the meaning given in paragraph 46 (5) of Schedule 3

“ Key Feature ” a provision of this Plan which is necessary in order for the requirements of Parts 2 to 7 of Schedule 3 to be met in relation to this Plan

“ London Stock Exchange ” London Stock Exchange plc

“ Market Value ”

(a)

if on the relevant date, Shares are admitted to the Official List, the middle market quotation of a Share as derived from the Daily Official List for the Dealing Day immediately preceding that date; or

(b)

if the Shares are not admitted to the Official List, the market value of a Share on the relevant date as determined in accordance with Part VIII of the TCGA and agreed in advance with HMRC Shares & Assets Valuation

PROVIDED THAT if any Share is subject to a Restriction the market value of such Share is to be determined as if it was not subject to the Restriction

“ Model Code ” the code adopted by the Company, which contains provisions similar in purpose and effect to the provisions of the Model Code on directors’ dealings in securities as set out in the Listing Rules issued by the FCA

“ Official List ” the Official List of the FCA

“ Option ” a right to acquire Shares granted in accordance with, and subject to, the rules of this Plan

“ Option Certificate ” a certificate evidencing the grant of an Option as mentioned in Rule 10.5

“ Optionholder ” a person who has been granted an Option or, if that person has died and where the context requires, his Personal Representatives

“ Ordinary Share Capital ” the issued ordinary share capital of the Company other than fixed-rate preference shares, including any Shares held in treasury

“ Participating Company ” the Company and any other company which is for the time being either:-

(a)

a Subsidiary; or

(b)

a Jointly Owned Company to which the Directors have resolved that this Plan shall extend for the time being

“ Personal Data ” the name, home address, telephone number, e-mail address, date of birth and National Insurance or other individual reference number of an Optionholder or other employee information, including details of all rights to acquire Shares or other securities granted to such Optionholder and of Shares or other securities issued or transferred to such Optionholder pursuant to this Plan and any other personal information which could identify the Optionholder and is necessary for the administration of this Plan

“ Personal Representatives ” the personal representatives of an Optionholder, being either:-

(a)

the executors of his will; or

(b)

if he dies intestate, the duly appointed administrator(s) of his estate

who, in either case, have produced to the Company evidence of their appointment as such

“ Plan ” The Pace Sharesave Plan as set out in these rules as amended from time to time

“ Related Company ” a company which, in relation to the Company, is an “associated company” as that term is defined in paragraph 35(4) of Schedule 3

“ Relevant Date ” as is appropriate in the circumstances, either:-

(a)

the day on which a person obtains Control of the Company as a result of a compromise or arrangement sanctioned by the court as mentioned in Rule 16.1;

(b)

the day on which a person obtains Control of the Company as mentioned in Rule 18.1; or

(c)

the day on which a person who is entitled or bound to acquire shares in the Company as mentioned in Rule 18.3 obtains Control of the Company

“ Relevant Savings Body ” the Savings Body which is a party to an Employee’s Savings Contract

“ Repayment Value ” the aggregate amount of all the monthly savings contributions payable under an Employee’s Savings Contract, together with the amount of any bonus as would be due on the Bonus Date

“ Restriction ” has the same meaning as in paragraph 48(3) of Schedule 3

“ Savings Body ” the bank or building society operating an SAYE Scheme which is approved by the Directors for the purposes of this Plan

“Savings Contract” a savings contract entered into under an SAYE Scheme ²

“ SAYE Code ” has the meaning given in section 516(3) of ITEPA

“ SAYE Scheme ” a certified SAYE savings arrangement within the meaning of section 703 of the Income Tax (Trading and Other Income) Act 2005

“ Schedule 3 ” Schedule 3 to ITEPA

“ Schedule 3 SAYE Option Scheme ” a SAYE option scheme which is taken to be a Schedule 3 SAYE option scheme for the purposes of the SAYE Code as set out in paragraph A1 of Schedule 3

²	Seven year savings contracts were abolished with effect from 23 July 2013 (the revised prospectus date).

“ Shares ” fully-paid ordinary shares in the capital of the Company which satisfy the conditions set out in paragraphs 18 to 20 (inclusive) and 22 of Schedule 3 or, for the purposes of Rules 16.1.2(b), 18.1.2(b)(ii) and 18.3.2 means fully-paid ordinary shares in the capital of the Company which no longer comply with paragraphs 18-20 (inclusive) and 22 of Schedule 3 (or following a reconstruction, demerger or reorganisation of the Company or a change of Control in accordance with Rule 18, shares or other securities representing such shares)

“ Subscription Option ” a right to subscribe for Shares granted in accordance with, and subject to, the rules of this Plan

“ Subsidiary ” any company which is for the time being both a subsidiary (as defined in section 1159 of the Companies Act) of the Company and under the Control of the Company

“ TCGA ” the Taxation of Chargeable Gains Act 1992

“ Trust ” an employees’ share trust established by the Company for the benefit of employees of members of the Group

“ Trustee ” the trustee or trustees for the time being of a Trust

1.2	References to Shares in respect of which an Option subsists at any time are to be read and construed as references to the Shares over which the Option is then held (and in respect of which it has not then lapsed and ceased to be exercisable).

1.3	Words and expressions used in this Plan and in the ancillary documents which are not defined in Rule 1 have the meanings they bear for the purposes of the SAYE Code.

1.4	Any reference to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted and shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.5	Any reference to the exercise of an Option includes a reference to the exercise of an Option in respect of a lesser number of Shares than the maximum permitted under Rule 15.1.

1.6	Words denoting the masculine gender shall include the feminine.

1.7	Words denoting the singular shall include the plural and vice versa.

1.8	References to rules are to the rules of this Plan and no account shall be taken of the rule headings which are for ease of reference only.

2.	PURPOSE AND ADMINISTRATION

2.1	This Plan shall provide, in accordance with Schedule 3, benefits for employees and directors of Participating Companies in the form of share options and shall not provide benefits to such employees and directors otherwise than in accordance with Schedule 3.

2.2	The Directors may from time to time make and vary such rules and regulations which are consistent with these rules and establish such procedures for the administration and implementation of this Plan as they think fit.

2.3	If any question, dispute or disagreement arises as to the interpretation of this Plan or of any rules, regulations or procedures relating to it or as to any question or right arising from or related to this Plan, the decision of the Directors shall be final and binding upon all persons.

2.4	The Company shall bear the costs of the administration and implementation of this Plan.

PART B: ISSUE OF INVITATIONS AND GRANT OF OPTIONS

3.	ELIGIBILITY

The Directors may, at their discretion issue (or procure the issue of) Invitations to apply for Options to all persons who are, or at the intended Date of Grant may be, Eligible Employees.

4.	TIMING OF INVITATIONS

4.1	Invitations may be issued:-

4.1.1

during the period of 42 days following the date on which this Plan is approved (including any renewal of shareholder approval) by the shareholders;

4.1.2

during the period of 42 days beginning with the second Dealing Day following an Announcement; and

4.1.3

at any other time if, in the opinion of the Directors, the circumstances are exceptional.

4.2

If the Company is restricted by statute, order or regulation (including any regulation, order or requirement imposed on the Company by the London Stock Exchange, the FCA or any other regulatory authority) from issuing Invitations within any period as mentioned in Rule 4.1, Invitations may be issued at any time during the period of 42 days beginning with the date on which such restriction is removed.

5.	INVITATIONS

5.1	Invitations shall be in writing or in electronic form and may be in the form of notices, advertisements, circulars or otherwise for the general attention of Employees and to which Employees’ attention is drawn by notices issued with pay and salary advice slips.

5.2	An Invitation may not be issued by e-mail to any person unless that person is known by his employer company to have personal access during his normal business hours to information sent by e-mail.

5.3	Each Invitation shall:-

5.3.1

be in the same terms as all other Invitations issued on the same occasion;

5.3.2

invite the recipient to apply for one or more (as the Directors shall specify) 3 year Option and/or 5 year Option;

5.3.3

specify the form and manner in which the recipient may apply for an Option and the Application Date;

5.3.4

identify the Savings Body;

5.3.5

state the minimum amount of monthly savings contribution which may be made under a Savings Contract, which shall not be less than £5 (or any other minimum amount specified in the HM Treasury specifications for certified savings arrangements in force at the relevant time) nor more than £10 (or any other amount specified in paragraph 25(3)(b) of Schedule 3 at the relevant time) or, if the Directors so determine, such other minimum amount as is permitted under the terms of the relevant Savings Contract);

5.3.6

state the maximum amount of monthly savings contribution which may be made by an Optionholder (being such sum as is mentioned in Rule 9.2); and

5.3.7

if the Directors so determine, include a statement that if it becomes necessary to scale-back Applications pursuant to Rule 8, scaling-back shall, in the first instance, apply to every Application for a monthly savings contribution greater than an amount that the Directors shall specify in the Invitation and shall otherwise be in such form as the Directors may determine.

5.4	On any occasion on which Invitations are issued, the Directors may in their discretion determine and announce the maximum number of Shares in respect of which Options will be granted in response to Applications made pursuant to the Invitations issued on that occasion.

6.	THE EXERCISE PRICE

6.1	Subject to any adjustment in accordance with Rule 20, the Exercise Price shall be determined by the Directors but shall be not less than 80% (rounded up to the nearest whole penny) of the Market Value on the Invitation Date.

6.2	The Exercise Price shall be the same in relation to all Options granted on the same occasion and, in relation to Subscription Options, shall not (except as mentioned in sub-paragraph (c) of Rule 20.1) be less than the nominal value of a Share.

7.	APPLICATIONS FOR OPTIONS

7.1	Any person to whom an Invitation has been issued may apply for an Option by submitting an Application (which may be in electronic form) to the person specified in the Invitation.

7.2	The Application shall:-

7.2.1

be received at the address stipulated in the Invitation not later than the Application Date;

7.2.2

specify the amount of the savings contributions proposed to be paid each month under the Employee’s Savings Contract (or, if more than one, each such Savings Contract) and authorise the Applicant’s employer (from time to time) to deduct such amount (or such lesser amount as may be determined pursuant to Rule 8) from the Applicant’s pay and pay those deductions to the relevant Savings Body to meet the Applicant’s obligations under the relevant Savings Contract;

7.2.3

if the terms of the Invitation so permit, indicate whether or not the Applicant applies for one or more 3 year Option and/or one or more 5 year Option;

7.2.4

include or be accompanied by an application for a Savings Contract linked to each such Option in a form approved by the Relevant Savings Body;

7.2.5

authorise the transfer and processing of the Applicant’s Personal Data for the purposes of this Plan’s administration;

7.2.6

be duly completed and, if required by the Directors, signed by the Applicant;

7.2.7

include the Applicant’s agreement to be bound by the terms of the Plan;

7.2.8

otherwise comply with any terms and conditions specified in the Invitation;

7.2.9

be subject to the Applicant being an Eligible Employee at the Date of Grant; and

7.2.10

be otherwise in such form as the Directors may determine.

7.3

Subject to Rule 8, the total number of Shares in respect of which any Application shall be deemed to be made shall be the whole number of Shares for which the Acquisition Cost payable would be as nearly as may be equal to, but not exceed, the amount which would be the Repayment Value of the Employee’s Savings Contract if the amount of each of the contributions payable under that Savings Contract (or under each such Savings Contract) was equal to the maximum amount specified by the Applicant in his application.

7.4	If no Application is received by the Application Date, an Invitation shall be deemed to have been declined.

8.	ACCEPTANCE AND SCALING-DOWN OF APPLICATIONS

8.1	Subject to the following provisions of this Rule 8, each Application shall be accepted to the extent of the total number of Shares in respect of which it is made (as mentioned in Rule 7.3).

8.2

If the total number of Shares in respect of which Applications have been made on any occasion would result in any of the limits in Rules 5.4 or 13 being exceeded, the number of Shares in respect of which each Application is accepted shall be reduced in accordance with the following provisions of this Rule 8.

8.3	If the total number of Shares for which Applications are deemed to have been made on any occasion exceeds any of the limits in Rules 5.4 or 13, each Application shall be treated as exclusive of any bonus.

8.4

If, after the application of Rule 8.3, the total number of Shares for which Applications are deemed to have been made on that occasion exceeds any of the limits in Rules 5.4 or 13, and the Invitation included a statement as mentioned in Rule 5.3.7, then subject to Rules 8.9 and 8.10, the number of Shares in respect of which each Application is treated as having been made shall be determined on the basis that the amount of monthly savings contributions under the Savings Contract is reduced to the amount so specified in the Invitation.

8.5	If, after the application of Rule 8.4, the total number of Shares for which Applications are deemed to have been made on that occasion exceeds any of the limits in Rules 5.4 or 13 the number of Shares in respect of which each Application shall be accepted shall be further reduced as follows:-

8.5.1

the reduction shall be as nearly as may be on a proportionate basis, to the extent necessary to ensure that none of the limits in Rules 5.4 or 13 is exceeded and the amount of monthly savings contributions to be made under the Savings Contracts linked to each such Option shall be reduced accordingly; but

8.5.2

the number of Shares for which any Application shall be accepted shall not be reduced below the number for which the Acquisition Cost payable would be as nearly as may be equal to, but not exceed, the Repayment Value of the Employee’s Savings Contract linked to that Option if the monthly savings contributions under each such Savings Contract were £5 or such other minimum amount per month specified in the Invitation (the “ Minimum Number of Shares ”).

8.6	The provisions of Rule 8.4 shall, if necessary, be applied repeatedly until either none of the limits in Rules 5.4 and/or 13 will be exceeded or the number of Shares for which each Application would be accepted is reduced to the Minimum Number of Shares.

8.7

If, notwithstanding the provisions of Rules 8.2 to 8.6 (inclusive) any one or more of the limits in Rules 5.4 and 13 would still be exceeded, the selection of Applications for acceptance shall be made by the Directors on the basis that each Application (after adjustment as mentioned above) has an equal chance of selection for acceptance.

8.8

If, on any occasion, an Applicant has applied for more than one 3 year Option or 5 year Option, as the case may be, in applying the provisions of this Rule 8 the number of Shares in respect of which Applications have been received from such Applicant for all such 3 year Options (or, as the case may be, all such 5 year Options) shall first be aggregated and treated as if a single Application for such an Option had been received in respect of the aggregate number of such Shares.

8.9	Having, in the case of an Applicant who has applied for more than one 3 year Option (or, as the case may be, more than one 5 year Option) identified the maximum aggregate number of Shares in respect of which such Applications may be accepted (the “ Maximum Number of Shares ”):-

8.9.1

the Maximum Number of Shares shall be divided by the number of Options for which such Applicant had applied;

8.9.2

the monthly contributions to be made under each Savings Contract for which an Application has been made shall be identified; and

8.9.3

such Applications shall be deemed to have been made, and shall be accepted, on that basis

PROVIDED THAT if in consequence the amount of monthly contributions to be made under any such Savings Contract would be less than the minimum amount specified pursuant to Rule 5.3.5, the number of Savings Contracts for which Applications shall be deemed to have been made, and shall be accepted, shall be reduced so as to ensure that the monthly contributions to be made in each case is not less than that minimum amount.

8.10	As soon as reasonably practicable after the Application Date, the Directors shall:-

8.10.1

determine the maximum number of Shares in respect of which each Application may be accepted; and

8.10.2

cause each Application for a Savings Contract to be submitted to the Relevant Savings Body.

9.	INDIVIDUAL LIMIT ON PARTICIPATION

9.1	The aggregate amount of an Eligible Employee’s or Optionholder’s monthly savings contributions under his Savings Contract, when added to the aggregate amount of his monthly savings contributions under any other Savings Contracts, may not at any time exceed the sum specified in Rule 9.2.

9.2	The sum mentioned in Rule 9.1 is:-

9.2.1

£500 (or such other maximum amount not exceeding the maximum amount per month specified from time to time in paragraph 25(3)(a) of Schedule 3);

9.2.2

such lesser amount specified in the relevant Savings Contract (not exceeding such other maximum amount per month specified from time to time in paragraph 25(3)(a) of Schedule 3); or

9.2.3

such other maximum amount (not exceeding such other maximum amount per month specified from time to time in paragraph 25(3)(a) of Schedule 3) as the Directors may determine

SAVE THAT if on any occasion the Directors shall determine for these purposes a sum (the “new limit”) which is less than the maximum aggregate of the monthly contributions applicable on any previous occasion, that determination shall be made without prejudice to any Option previously granted to an Optionholder or to any Employee’s Savings Contract previously entered into by any Optionholder if the aggregate monthly savings contributions payable by that Optionholder under such Savings Contract would thereby exceed the new limit.

10.	GRANT OF OPTIONS

10.1	Subject to the following provisions of this Rule 10, Options shall be granted within the period of 30 days beginning with the first of the days by reference to which the Exercise Price is determined on any occasion.

10.2	The Directors shall pass a resolution granting an Option to acquire the whole number of Shares as determined for the relevant Application in accordance with Rule 7.3 to each Applicant who is an Eligible Employee. The Date of Grant shall be the date of such resolution.

10.3	If, on any occasion, it is necessary to reduce the number of Shares in respect of which any Applications are accepted, the reference in Rule 10.1 to a period of “30” days shall be read as if it were in reference to “42” days.

10.4	No payment shall be required for the grant of an Option.

10.5	As soon as reasonably practicable after the Date of Grant, the Company shall issue to each Optionholder (or procure the issue of) an Option Certificate in such form as the Directors may determine (which may be an electronic form) which specifies:-

10.5.1

the Date of Grant;

10.5.2

the maximum number of Shares in respect of which the Option is granted;

10.5.3

the Exercise Price; and

10.5.4

whether or not the Shares which may be acquired by the exercise of the Option may be subject to any Restriction and, if so, which gives details of the Restriction. ³

10.6	No Option may be granted:-

10.6.1

at any time when the grant is prohibited by, or in breach of, any law, regulation with the force of law, rule of an investment exchange on which the Shares are listed or traded or any other non-statutory rule that binds the Company or with which the Directors have resolved to comply; or

10.6.2

after 24 April 2024 but any rights of Optionholders then subsisting shall remain in force.

11.	RELATIONSHIP WITH CONTRACT OF EMPLOYMENT

11.1

The grant of an Option shall not form part of the Optionholder’s entitlement to remuneration or benefits pursuant to his contract of employment. The existence of a contract of employment between any person and the Company or any present or past Subsidiary, Associated Company or Jointly-Owned Company shall not give that person any right or entitlement to have an Option granted to him in respect of any number of Shares or any expectation that an Option might be granted to him, whether subject to any conditions or at all.

11.2	The rights and obligations of an Optionholder under the terms of his contract of employment with the Company or any present or past Subsidiary, Associated Company or Jointly-Owned Company shall not be affected by the grant of an Option or his participation in this Plan.

11.3

Neither the existence of this Plan nor the fact that an individual has on any occasion been granted an Option shall give such individual any right, entitlement or expectation that he has or will in future have any such right, entitlement or expectation to participate in this Plan by being granted an Option on any other occasion.

11.4	The rights or opportunity granted to an Optionholder on the grant of an Option shall not give the Optionholder any rights or additional rights to compensation or damages in consequence of either:-

11.4.1

the Optionholder giving or receiving notice of termination of his office or employment; or

11.4.2

the loss or termination of his office or employment with the Company or any present or past Subsidiary, Associated Company or Jointly-Owned Company for any reason whatsoever

whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair.

11.5	An Optionholder shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to exercise an Option and/or acquire or retain Shares, or any interest in Shares, in consequence of:-

³	The requirement to state whether or not there are (and give details of) Restrictions on Shares only applies for Options granted on/after 17 July 2013.

11.5.1

the Optionholder giving or receiving notice of termination of his office or employment (whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair);

11.5.2

the loss or termination of his office or employment with the Company or any present or past Subsidiary, Associated Company or Jointly-Owned Company for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair); or

11.5.3

any other reason.

12.	NON-TRANSFERABILITY OF OPTIONS

12.1	During his lifetime, only the person to whom an Option is granted may exercise that Option.

12.2	An Option shall immediately lapse and cease to be exercisable if the Optionholder:-

12.2.1

transfers or assigns it (other than to his Personal Representatives), mortgages, charges or otherwise disposes of it;

12.2.2

is adjudged bankrupt or an interim order is made because he intends to propose a voluntary arrangement to his creditors under the Insolvency Act 1986;

12.2.3

makes or proposes a voluntary arrangement under the Insolvency Act 1986, or any other plan or arrangement in relation to his debts, with his creditors or any section of them; or

12.2.4

is otherwise deprived (except on death) of the legal or beneficial ownership of the Option by operation of law or doing or omitting to do anything which causes him to be so deprived.

13.	COMPANY LIMITS ON SUBSCRIPTION FOR NEW SHARES

13.1	The Company may issue Shares to the Trustee for the purpose of enabling the Trustee to satisfy any obligations it may have to transfer Shares to Optionholders on the exercise of Options.

10% in 10 year limit for all plans

13.2	The number of Shares in respect of which Subscription Options may be granted on any day, when added to the number of Shares:-

13.2.1

issued under rights to subscribe for Shares; and

13.2.2

in respect of which rights to subscribe for Shares have previously been granted (and which have neither been exercised nor ceased to be exercisable)

pursuant to this Plan and any other employees’ share plan in the period of 10 years preceding that day shall not exceed such number of Shares as represents 10 per cent of the Ordinary Share Capital on that day.

13.3	The total number of Shares over which Options may be granted in response to Applications may not exceed the maximum number of Shares (if any) determined and published by the Directors on any occasion pursuant to Rule 5.4.

13.4	To the extent that the Trustee has purchased Shares to be transferred to Optionholders in satisfaction of any Subscription Options, the Shares over which such Options are held shall be left out of account for the purposes of this Rule 13.

13.5	For the purposes of this Rule 13, references to rights to subscribe for Shares shall:-

13.5.1

if so required in accordance with guidance issued by The Investment Association, be taken to include references to a right to acquire Shares issued or to be issued out of treasury; and

13.5.2

exclude any Options or rights to subscribe for Shares which have in fact been, or will be, satisfied by the transfer of Shares by an existing shareholder (other than the Company itself).

13.6

To avoid double counting, if new Shares have been issued to a Trustee for the purposes of satisfying Options (or rights to subscribe for Shares under any other employees’ share plan), such Shares shall be taken into account for these purposes only when they are made subject to, or used to satisfy, an Option (or a right to subscribe for Shares under any other employees’ share plan).

PART C: EXERCISE OF OPTIONS

14.	EXERCISE OF OPTIONS

General rule

14.1	Subject to the following provisions of this Rule 14 and Rules 16 and 17, an Option shall only be exercisable within the period of 6 months after the Bonus Date. If the Option is not then exercised, it shall lapse and cease to be exercisable at the end of that period.

Reaching specified retiring age without retiring

14.2	For Options granted before 17 July 2013, if, before an Option has lapsed or otherwise been exercised the Optionholder attains age 65 but continues to be an Employee, he may exercise the Option, to the extent permitted by Rule 15.1.2, during the period of 6 months commencing on his attaining age 65.

Employment in Associated Company at Bonus Date

14.3

If, at the Bonus Date, an Optionholder holds an office or employment in a company which is not a Participating Company, but is an Associated Company, then the Optionholder may exercise an Option within the period of 6 months after the Bonus Date. If the Option is not then exercised, it shall lapse and cease to be exercisable at the end of that period.

Plan-related employment ends

14.4	Subject to Rule 14.8, if an Optionholder ceases to be an Employee by reason of:-

14.4.1

injury or disability (evidenced to the satisfaction of the Directors);

14.4.2

dismissal by reason of redundancy (within the meaning of the Employment Rights Act 1996);

14.4.3

retirement ⁴

14.4.4

the fact that the office or employment by virtue of which he is eligible to participate in this Plan relates to a business or part of a business which is transferred to a person which is not an Associated Company where the transfer is not a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 ⁵ ;

14.4.5

a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006; or

14.4.6

if the Optionholder holds office or is employed in a company which is a Related Company, that company ceasing to be a Related Company by reason of a change of control (as determined in accordance with sections 450 and 451 of the Corporation Tax Act 2010)

⁴	Before Finance Act 2013, retirement under the Plan applied on reaching either age 65 or any other age at which the Optionholder was bound to retire in accordance with the terms of his contract of employment or with the consent of the Directors more than 3 years after the Date of Grant.

⁵	This Rule applied differently to leavers before 6 April 2014.

then (without prejudice to any rights the Optionholder has under the Employee’s Savings Contract to make independent arrangements with the Savings Body to continue to make contributions following cessation of his employment):-

(a)

his Option may be exercised, to the extent permitted by Rule 15.1.2, during the period of 6 months commencing on the date on which the Optionholder ceases to be an Employee;

(b)

to the extent not exercised, the Option shall lapse and cease to be exercisable at the end of the relevant 6 month period; and

(c)

an Option may not in any event be exercised more than 6 months after the Bonus Date.

Death of Optionholder

14.5	For Options granted before 6 April 2014, if an Optionholder dies, his Personal Representatives may exercise an Option:-

14.5.1

if the Optionholder dies before the Bonus Date, to the extent permitted by Rule 15.1.2, during the period of 12 months commencing on the date of his death;

14.5.2

if the Optionholder dies within the period of 6 months after the Bonus Date, during the period of 12 months commencing on the Bonus Date

and, if it is not then exercised, the Option shall lapse and cease to be exercisable at the end of the relevant 12 month period.

14.6	For Options granted on/after 6 April 2014, notwithstanding any other provision set out in these rules, except Rules 14.13 and 17, if an Optionholder dies, his Personal Representatives may exercise an Option:-

14.6.1

if the Optionholder dies before the Bonus Date, to the extent permitted by Rule 15.1.2, at any time during the period of 12 months commencing on the date of his death;

14.6.2

if the Optionholder dies within the period of 6 months after the Bonus Date, at any time during the period of 12 months commencing on the Bonus Date

and, if it is not then exercised, the Option shall lapse and cease to be exercisable at the end of the relevant 12 month period.

Cessation of Plan-related employment in other circumstances

14.7	Subject to Rule 14.8, if at any time an Optionholder ceases to be an Employee otherwise than as mentioned in Rules 14.4, 14.5 or 14.6 any Option which he holds shall lapse and cease to be exercisable upon cessation.

Time when Plan-related employment ends

14.8	No Optionholder shall be treated for the purposes of Rules 14.2, 14.4, 14.7 or 14.12 as ceasing to be an Employee until he no longer holds any office or employment in a Participating Company or any Related Company.

Early repayment of, or ceasing to make, contributions

14.9	An Option shall immediately cease to be exercisable (unless such Option is then exercisable by reason of this Rule 14 or Rules 16, 17 or 18):-

14.9.1

if an Optionholder obtains repayment of the contributions under a Savings Contract relating to that Option; or

14.9.2

on the seventh occasion on which an Optionholder omits to make payment under the Savings Contract relating to that Option.

No exercise more than 6 months after Bonus Date

14.10

Except as provided in Rules 14.5 and 14.6, no Option shall be capable of being exercised later than 6 months after the Bonus Date.

Exercise once only

14.11

An Option may be exercised once only. If, on exercise, an Option is not exercised to the extent permitted by Rule 15.1, it shall lapse and cease to be exercisable in respect of the balance of the Shares over which it was granted.

Additional requirements

14.12

No Option may be exercised by any Optionholder who is (or at the date of his death was) not an Employee (unless the Option is or was at the date of his death exercisable pursuant to Rules 14.3, 14.4, 14.5, 14.6, 16, 17 and 18).

14.13

No Option may be exercised when prohibited by or in breach of any law or regulation with the force of law, or when prohibited by or in breach of any rule of an investment exchange on which Shares are listed or traded, or any other non-statutory rule that binds the Company or with which the Directors have resolved to comply.

15.	MANNER OF EXERCISE OF OPTIONS

15.1	An Option may only ever be exercised in respect of the following number of Shares:-

15.1.1

if the Option is exercisable pursuant to Rule 14.1, 14.3, 14.5.2 or 14.6.2, the maximum number of Shares over which it subsists; or

15.1.2

if the Option is exercisable pursuant to Rules 14.2, 14.4, 14.5.1, 14.6.1, 16 ,17 or 18:-

(a)

the number of Shares for which the Acquisition Cost payable is most nearly equal to, but does not exceed:-

(i)

the aggregate amount of contributions paid under the Employee’s Savings Contract (excluding the amount of any monthly contribution, the due date of payment of which, is more than one calendar month after the date on which repayment is made under the Employee’s Savings Contract); and

(ii)

the amount of any bonus and interest received or due under the Employee’s Saving Contract as at that date; or

(b)

(if less) the maximum number of Shares in respect of which the Option subsists; or

15.1.3

in either case, such lesser number of Shares as the Optionholder specifies in his notice of exercise pursuant to Rule 15.2.

15.2	An Option shall be exercised by the Optionholder giving written notice (which may be in electronic form) to the Company or to such person at such address as may from time to time be notified to Optionholders which:-

15.2.1

is given at any time when the Option is exercisable;

15.2.2

states that the Option is being exercised in respect of all the Shares in respect of which it is then capable of being exercised or otherwise specifies the number of Shares in respect of which the Option is being exercised in accordance with Rule 15.1;

15.2.3

is accompanied by the Acquisition Cost or a duly completed application to the Relevant Savings Body for payment of the Repayment Value of the Employee’s Savings Contract; and

15.2.4

is in such form and accompanied by such documents as the Directors may determine.

15.3	Where a Trustee has agreed to satisfy Options granted by the Company the monies paid by the Optionholder to exercise that Option shall be paid to the Company as agent for the Trustee unless the relevant Trustee and the Company agree otherwise prior to the exercise of the Option.

15.4

Subject to Rule 15.8, not later than 30 days after the date on which the Company shall have received the Acquisition Cost, the Company shall issue, transfer or procure the issue or transfer to the Optionholder of the number of Shares over which the Option is then exercised and as soon as reasonably practicable thereafter:-

15.4.1

if at that time Shares are listed on the Official List, procure that Shares allotted to the Optionholder are admitted to the Official List; and

15.4.2

issue, or procure the issue of, a definitive share certificate or such other acknowledgement of shareholding as is prescribed from time to time in respect of the Shares so allotted or transferred.

15.5	If the amount received by the Company is greater than the Acquisition Cost of the Shares in relation to which the Optionholder has served a notice of exercise under Rule 15.2, the Company shall procure repayment of the excess amount to the Optionholder.

15.6	The Company may, if the Optionholder so requests in writing, allot and issue or transfer some or all of the Shares to:-

15.6.1

a nominee of the Optionholder (provided that beneficial ownership of such Shares shall be vested in the Optionholder);

15.6.2

to an account manager (or his nominee) of an individual savings account on terms that the Shares shall be in the beneficial ownership of the Optionholder notwithstanding that title to such Shares shall be vested in the account manager or his nominee or jointly in one of them and the Optionholder; or

15.6.3

to the trustee or manager of a defined contribution pension scheme registered within the meaning of section 150(2) of the Finance Act 2004 (which may include a stakeholder pension scheme)

and for the purposes of Rule 15.6.2, the terms ‘account manager’ and ‘individual savings account’ shall have the meanings they bear in the Individual Savings Account Regulations 1998 (SI 1998/1870).

15.7	All Shares allotted or transferred on the exercise of any Option shall rank equally in all respects with the Shares then in issue, except for any rights attaching to such Shares by reference to a record date prior to the date of such allotment or transfer.

15.8

The allotment or transfer of Shares on the exercise of an Option shall be subject to the Articles of Association of the Company and to any necessary consents of any governmental or other authorities (whether in the United Kingdom or elsewhere) under any enactments or regulations from time to time in force. It shall be the responsibility of the Optionholder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity for any such consent.

PART D: CORPORATE TRANSACTIONS

16.	RECONSTRUCTION

16.1	If the court sanctions a compromise or arrangement under section 899 of the Companies Act 2006 applicable to or affecting:-

16.1.1

all the ordinary share capital of the Company or all the shares of the same class as the Shares; or

16.1.2

all the shares, or all the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a Schedule 3 SAYE Option Scheme,

the Directors shall forthwith notify every Optionholder and Options may be exercised (to the extent permitted by Rule 15.1.2):-

(a)

subject to Rule 16.1.2(b), within one month of such notification; or

(b)

if, in consequence of a person obtaining Control of the Company as a result of such a compromise or arrangement, the shares in the Company to which an Option relates no longer meet the requirements of Part 4 of Schedule 3, no later than 20 days after the Relevant Date, notwithstanding that the shares no longer meet those requirements

PROVIDED THAT

(i)

in any event, Options are not exercised more than 6 months after the Bonus Date;

(ii)

Options are not exercised more than 6 months after the date on which the court sanctions the compromise or arrangement as mentioned above; and

(iii)

to the extent not exercised, the Option shall lapse and cease to be exercisable at the end of the relevant period for exercise as set out above and shall only remain in existence for the purpose of forming the subject of an offer (if any) made pursuant to Rule 19.1 and shall lapse on the expiry of the “appropriate period” as defined in Rule 19.2 if such offer is made but is not accepted by the Optionholder.

16.2

In addition to Rule 16.1, an Option which is exercised no earlier than 20 days before the relevant date (as referred to in paragraph 37(4) of Schedule 3) is to be treated as if it had been exercised in accordance with Rule 16.1.2(a) PROVIDED THAT any such exercise in anticipation shall be treated as having had no effect if the relevant date (as referred to in paragraph 37(4) of Schedule 3) does not fall within the period of 20 days beginning with the date on which the Option is exercised. ⁶

17.	WINDING-UP

17.1

If notice is given to the holders of Shares of a resolution for the voluntary winding-up of the Company, each Optionholder shall be entitled to exercise his Option, to the extent permitted by Rule 15.1.2, at any time within the period of 6 months commencing on the date on which the resolution is passed (but not in any event more than 6 months after the Bonus Date).

17.2	All Options shall immediately lapse and cease to be exercisable upon the commencement of a winding-up of the Company.

⁶	As at 7 April 2015, HMRC guidance indicates that Rule 16.2 will only apply to Options granted on/after 7 April 2015.

18.	CHANGE OF CONTROL

18.1	If, as a result of either:-

18.1.1

a general offer to acquire the whole of the Ordinary Share Capital (whether excluding or including any Shares held in treasury but disregarding any shares owned by the offeror or a person connected to the offeror) which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

18.1.2

a general offer to acquire all the shares in the Company of the same class as the Shares (disregarding any shares owned by the offeror or a person connected to the offeror)

the Company shall come under the Control of another person:-

(a)

the Directors shall as soon as reasonably practicable thereafter notify every Optionholder accordingly;

(b)

the Optionholder shall be entitled to exercise his Option, to the extent permitted by Rule 15.1.2:-

(i)

subject to Rule 18.1.2(b)(ii), within 6 months of the date when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied; or

(ii)

if, in consequence of the Company coming under the Control of such other person, the shares in the Company to which an Option relates no longer meet the requirements of Part 4 of Schedule 3, no later than 20 days after the Relevant Date, notwithstanding that the shares no longer meet those requirements

PROVIDED THAT

(1)

in any event, Options are not exercised more than 6 months after the Bonus Date;

(2)

Options are not exercised more than 6 months after the date when the person making the offer has obtained Control of the Company and any condition to which the offer is made has been satisfied; and

(3)

the extent not exercised, the Option shall lapse and cease to be exercisable at the end of the relevant period for exercise as set out above and shall only remain in existence for the purpose of forming the subject of an offer (if any) made pursuant to Rule 19.1 and shall lapse on the expiry of the “appropriate period” as defined in Rule 19.2 if such offer is made but is not accepted by the Optionholder.

18.2	For the purposes of Rule 18.1:-

18.2.1

“connected” has the meaning given in section 718 ITEPA; and

18.2.2

it does not matter if the general offer is made to different shareholders by different means.

18.3	If at any time any person becomes entitled or bound to acquire shares in the Company under Sections 979 to 982 or 983 to 985 (inclusive) of the Companies Act, the Optionholder shall be entitled to exercise his Option, to the extent permitted in Rule 15.1.2:-

18.3.1

subject to Rule 18.3.2, at any time when that person remains so entitled or bound; or

18.3.2

if, in consequence of a person who is so entitled or bound obtaining Control of the Company, the shares in the Company to which an Option relates no longer meet the requirements of Part 4 of Schedule 3, no later than 20 days after the Relevant Date, notwithstanding that the shares no longer meet those requirements

PROVIDED THAT

(a)

in any event Options are not exercised more than 6 months after the Bonus Date;

(b)

Options are only exercised at a time when such person remains so entitled or bound; and

(c)

18.4	In addition to Rules 18.1 and 18.3, an Option which is exercised no earlier than 20 days before, as appropriate:-

18.4.1

the relevant date as referred to in paragraph 37(2) of Schedule 3; or

18.4.2

the date on which any person becomes entitled or bound to acquire shares as mentioned in Rule 18.3

is to be treated as if it had been exercised in accordance with Rule 18.1.2(b)(i) or 18.3.1 (as the case may be) PROVIDED THAT any such exercise in anticipation of the relevant event shall be treated as having had no effect if, as appropriate:-

(a)

the relevant date as referred to in paragraph 37(2) of Schedule 3 does not fall within the period of 20 days beginning with the date on which the Option is exercised; or

(b)

the person does not become entitled or bound to acquire shares in the Company by the end of the period of 20 days beginning with the date on which the Option is exercised. ⁷

19.	OPTION ROLLOVER

19.1	If any company (in this Rule referred to as the “acquiring company”):-

19.1.1

obtains Control of the Company as mentioned in Rule 18.1;

19.1.2

obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the court made under Section 899 of the Companies Act; or

19.1.3

becomes bound or entitled to acquire shares in the Company under Sections 979 to 982 or 983 to 985 (inclusive) of the Companies Act

an Optionholder may, at any time within the “appropriate period” as mentioned in Rule 19.2, by agreement with the acquiring company, release his rights under his Option in consideration of the grant to him of rights to acquire shares in the acquiring company or any other company falling

⁷	As at 7 April 2015, HMRC guidance indicates that Rule 18.4 will only apply to Options granted on/after 7 April 2015.

within sub-paragraphs (b) and (c) of paragraph 18 of Schedule 3 (read and construed as if references in those provisions to the Company were references to the acquiring company) PROVIDED THAT :-

(a)

such rights will be exercisable only in accordance with the provisions of this Plan as it had effect immediately before the release of the rights referred to above (read and construed as mentioned in Rule 19.3);

(b)

the shares to which the new rights relate satisfy the provisions of paragraphs 18 to 20 (inclusive) and 22 of Schedule 3;

(c)

the total market value, immediately before such release, of the Shares over which the Option then subsists is substantially the same as the total market value, immediately after such grant, of the shares over which new rights are granted to the Optionholder provided that the market value of shares subject to a Restriction is to be determined as if they were not subject to the Restriction, and for the purposes of this Rule 19.1.3(c), market value shall be determined using a methodology agreed by HMRC; and

(d)

the total amount payable by the Optionholder for the acquisition of shares on exercise of the new rights is substantially the same as the total amount that would have been payable for the acquisition of Shares on exercise of the Option.

19.2	In Rule 19.1 the “appropriate period” means:-

19.2.1

in a case falling within Rule 19.1.1, the period of 6 months beginning with the time when the person making the offer has obtained Control of the Company and any condition or conditions subject to which the offer is made has or have been satisfied or waived;

19.2.2

in a case falling within Rule 19.1.2, the period of 6 months beginning with the time when the court sanctions the compromise or arrangement; and

19.2.3

in a case falling within Rule 19.1.3, the period during which the acquiring company remains bound or entitled as mentioned in that Rule.

19.3	For the purposes mentioned in sub-clause 19.1.3(a) of the provisos to Rule 19.1, the provisions of this Plan shall be read and construed as if:-

19.3.1

references to “the Company”, except for the purposes of the definition of Participating Company and Rule 21.1, were references to the company in respect of whose shares the new rights are granted;

19.3.2

references to “Shares”, were references to such shares;

19.3.3

references to “Option”, were references to such rights;

19.3.4

references to “Optionholder”, were references to the persons to whom such rights are granted;

19.3.5

references to “Ordinary Share Capital”, were references to the ordinary share capital (other than fixed rate preference shares) of such company;

19.3.6

references to “the Directors”, except for the purposes of Rule 21.1, were references to the directors of such company; and

19.3.7

references to “the Exercise Price”, were references to the price per share payable upon the exercise of such new rights.

19.4	Rights granted pursuant to Rule 19.1 shall be regarded for the purposes of the SAYE Code and for the purposes of the subsequent application of the provisions of this Plan as having been granted on the Date of Grant of the corresponding rights released as mentioned in Rule 19.1.

19.5	For the purposes of Rules 18 and 19 a person shall be deemed to have Control of a company if he and others acting in concert with him have together obtained Control of it.

19.6	For the avoidance of doubt, an event causing the release and grant of rights pursuant to Rule 19.1 will not trigger the exercise of those new rights in accordance with either of Rules 16 or 18.

PART E: AMENDMENTS

20.	VARIATION OF SHARE CAPITAL

20.1	If the Ordinary Share Capital is increased or altered by way of a capitalisation or rights issue, sub-division, consolidation, reduction or there is any other variation in the share capital of the Company, the Directors may make such adjustment as they consider appropriate:-

20.1.1

to the number or description of Shares subject to any Option; and/or

20.1.2

to the Exercise Price; and/or

20.1.3

where an Option has been exercised but no Shares have been allotted or transferred in accordance with Rule 15.4, to the number or description of Shares which may be so allotted or transferred and the Acquisition Cost in relation to such Shares

PROVIDED THAT :-

(a)

except insofar as the Directors (on behalf of the Company) agree to capitalise the Company’s reserves and apply the same at the time of exercise in paying up the difference between the Exercise Price and the nominal value of the Shares, the Exercise Price of any Subscription Option shall not be reduced below a Share’s nominal value;

(b)

the number of Shares as so adjusted has been rounded down to the nearest whole number;

(c)

the total Market Value of the Shares over which the Option subsists is substantially the same immediately before and immediately after the adjustment;

(d)

the total amount payable on the exercise of any Option in full is substantially the same immediately before and immediately after the adjustment; and

(e)

if it is intended that this Plan shall continue to be a Schedule 3 SAYE Option Scheme, no adjustment shall be made which would result in the requirements of Schedule 3 not being met in relation to an Option. ⁸

20.2

The Directors shall notify every Optionholder affected by an adjustment under Rule 20.1 as soon as reasonably practicable after making the adjustment. The Directors shall deliver, or procure the delivery of, a revised Option Certificate to any Optionholder who asks for an amended Option Certificate.

21.	ALTERATION OF THE PLAN

21.1	The Directors may at any time alter or add to any of the provisions of this Plan in any respect PROVIDED THAT :-

21.1.1

if it is intended that this Plan shall continue to be a Schedule 3 SAYE Option Scheme, no alteration or addition to a Key Feature shall take effect which would result in the requirements of Schedule 3 not being met in relation to an Option; or

21.1.2

no alteration or addition shall be made to the advantage of existing or new Optionholders to the provisions relating to eligibility to participate, the overall limitations on the issue of new Shares, the individual limitations on Option grants under this Plan, the basis for

⁸	Finance Act 2014 removed the requirement for HMRC to approve variations in these circumstances, however HMRC guidance (ESSUM 35160) still states that: “where there is a variation in the share capital of the company, the agreement of HMRC’s Shares & Assets Valuation must be secured”.

determining Optionholders’ rights to acquire Shares, the adjustment of such rights in the event of variation of the Ordinary Share Capital or this Rule 21 without the prior approval by ordinary resolution of the shareholders of the Company SAVE THAT the provisions of this Rule 21.1.2 shall not apply to the extent that the alteration or addition is in the opinion of the Directors:-

(a)

a minor amendment which is necessary or appropriate to benefit the administration of this Plan;

(b)

to take account of any change in legislation;

(c)

to ensure that the Plan complies with the requirements of Schedule 3; or

(d)

to obtain or maintain favourable tax, exchange control or regulatory treatment for existing or new Optionholders, the Company, any Related Company or any Associated Company.

21.2	Details of any alteration or addition shall be given to any affected Optionholder as soon as reasonably practicable.

21.3

No alteration or addition shall be effective which would materially prejudice the interests of Optionholders in relation to Options already granted to them unless the sanction of Optionholders has been obtained in accordance with the provisions for the alteration of class rights contained in the Articles of Association of the Company for the time being for which purpose an Optionholder shall be regarded as holding the number of Shares comprised in Options granted to him remaining capable of being exercised.

21.4	An Extraordinary Resolution of a meeting of Optionholders held in accordance with Rule 21.3 shall have the power to sanction any compromise or arrangement affecting Options or the rights thereunder and shall be binding on all Optionholders.

PART F: MISCELLANEOUS

22.	SERVICE OF DOCUMENTS

22.1

Except as otherwise provided in this Plan, any notice or document to be given by, or on behalf of any person to any Employee or Optionholder in accordance or in connection with this Plan may be given by hand or sent by post to that person’s work or home postal address (as last known to the Company to be his address) or given electronically. Subject to Rule 22.4, any notice or document given in accordance with this Rule 22.1 shall be deemed to have been given:-

22.1.1

upon delivery if delivered by hand;

22.1.2

if sent by first class post, on the day after posting and if sent by second class post on the second day after posting; or

22.1.3

at the time of transmission if sent electronically.

22.2

Any notice or document so sent to an Employee or Optionholder shall be deemed to have been duly given notwithstanding that such Employee or Optionholder is then deceased (and whether or not the Company has notice of his death) except where his Personal Representatives have supplied to the Company an alternative address to which documents are to be sent.

22.3

Any notice or document to be submitted or given to the Company, the Directors, the Trustee, the Savings Contract operator or any administrator of this Plan in accordance or in connection with this Plan may be given by hand, sent by post, facsimile transmission or electronically but shall not in any event be duly given unless it is in the form specified and it is actually received (or, in the case of an e-mail, opened) by the individual at the relevant recipient from time to time nominated for the purposes of receiving notices or documents under this Plan and whose name and address is notified to Employees and/or Optionholders, as appropriate.

22.4

For the purposes of this Plan, an e-mail shall be treated as not having been duly sent or received if the recipient of such e-mail notifies the sender that it has not been opened because it contains, or is accompanied by a warning or caution that it could contain or be subject to, a virus or other computer programme which could alter damage or interfere with any computer software or e-mail.

22.5	References in these rules to notifications being made, or notices or documents being given, electronically include those:-

22.5.1

sent by SMS text message (to the telephone number last known by the sender to be the person’s telephone number);

22.5.2

sent by e-mail (to the address last known by the sender to be the person’s email address); and

22.5.3

posted on an internal/external portal to which the Employee or Optionholder has access.

23.	DATA PROTECTION

23.1	In accepting the grant of an Option, the Optionholder shall agree and consent to:-

23.1.1

the collection, holding, use, processing and transfer of his Personal Data by any member of the Group, any Associated Company or Jointly-Owned Company, the Trustee, any third party administrator of the Plan and the Company’s brokers or registrars;

23.1.2

any member of the Group, any Associated Company or Jointly-Owned Company, the Trustee, any third party administrator of the Plan and the Company’s brokers or registrars transferring the Optionholder’s Personal Data amongst themselves for the purposes of implementing, administering and managing this Plan and the grant of Options and the acquisition of Shares pursuant to Options;

23.1.3

the use of Personal Data by any such person for any such purposes;

23.1.4

the transfer to, and retention of, Personal Data by third parties (whether or not any such third party is situated outside the European Economic Area) for or in connection with such purposes; and

23.1.5

transferring the Optionholder’s Personal Data to a bona fide prospective buyer (or the prospective buyer’s advisers) of the Company or his employing company or business unit provided that the prospective buyer (and its advisers) irrevocably agree to use the Personal Data only in connection with the proposed transaction and in accordance with the data protection principles set out in the Data Protection Act 1998.

24.	OBLIGATION TO ENSURE SUFFICIENT AUTHORISED SHARES

24.1	The Company shall ensure that any necessary authorisations are or will be in place at the relevant time to allow the issue of sufficient Shares to satisfy the exercise in full of all Subscription Options for the time being capable of being exercised.

24.2

No Option to purchase existing Shares shall be granted by any person unless that person beneficially owns the Shares at the Date of Grant or the Directors are satisfied that sufficient Shares will be made available to satisfy the exercise in full of all Options granted or to be granted by that person.

24.3

The Company may issue Shares, and grant rights to acquire Shares, to a Trustee for the purpose of enabling the Trustee, in the exercise of its powers to transfer or procure the issue or transfer of Shares on the exercise of Options PROVIDED THAT any Shares issued or in respect of which rights to subscribe are granted by the Company (and which, if not exercised, do not lapse) shall count in applying the overall limitations on the issue of Shares imposed by Rule 13.

25.	JURISDICTION

25.1	This Plan and any Option shall be governed by, and construed in all respects in accordance with, English law.

25.2	The courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning an Option and any matter arising from or in relation to this Plan.

26.	THIRD PARTY RIGHTS

Except as otherwise expressly stated to the contrary, neither this Plan nor the Contracts (Rights of Third Parties) Act 1999 shall have the effect of giving any third party any rights under this Plan and that Act shall not apply to this Plan nor to any Option.

Exhibit 10.10

Equity-Related Plans

Assignment and Assumption Deed

THIS DEED OF ASSIGNMENT AND ASSUMPTION dated as of January 4, 2016, between ARRIS Group, Inc., a Delaware corporation (“ Old ARRIS ”), and ARRIS International plc, a public limited company incorporated under the laws of England and Wales (“ New ARRIS ”), is effective as of the effectiveness of the merger of Archie U.S. Merger LLC, a Delaware limited liability company, with and into Old ARRIS.

WHEREAS, as part of the combination of Old ARRIS and, Pace plc, a public limited company incorporated under the laws of England and Wales, New ARRIS was formed to own the combined businesses and Old ARRIS common shares were converted into New ARRIS ordinary shares; and

WHEREAS, as a result of such conversion, New ARRIS shares are the subject of the various equity-related benefit plans of Old ARRIS, and, as a result, New ARRIS and Old ARRIS have concluded that it is advisable for New ARRIS to assume such equity-based benefit plans.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Old ARRIS and New ARRIS agree as follows:

1. Old ARRIS hereby assigns to New ARRIS, and New ARRIS hereby assumes, the equity-related benefit plans listed below (the “ Plans ”), each as amended and restated as of the date hereof:

2011 Stock Incentive Plan

2008 Stock Incentive Plan

2007 Stock Incentive Plan

2004 Stock Incentive Plan

2001 Stock Incentive Plan

2007 Equity Incentive Plan (BigBand Networks)

Employee Stock Purchase Plan

2. From and after the foregoing assignment, Old ARRIS shall be fully relieved of any further obligations under the Plans, and New ARRIS shall indemnify and hold Old ARRIS harmless for any and all liabilities thereunder.

IN WITNESS WHEREOF, this Deed has been executed by ARRIS Group, Inc. and ARRIS International plc and is intended to be and is hereby delivered on the date first before written.

Executed as a deed by ARRIS International plc acting by Robert Stanzione , a director:

/s/ Robert J. Stanzione

Director

in the presence of:

/s/ Patrick Macken

SIGNATURE OF WITNESS

NAME OF WITNESS: Patrick Macken

ADDRESS OF WITNESS: 3871 Lakefield Drive, Suwanee GA 30024

OCCUPATION OF WITNESS: General Counsel

Executed as a deed by ARRIS Group, Inc.acting by Robert J. Stanzione , a director:

/s/ Robert J. Stanzione

Director

in the presence of:

/s/ Patrick Macken

SIGNATURE OF WITNESS

NAME OF WITNESS: Patrick Macken

ADDRESS OF WITNESS: 3871 Lakefield Drive, Suwanee GA 30024

OCCUPATION OF WITNESS: General Counsel

[SIGNATURE PAGE TO ASSUMPTION AGREEMENT REGARDING AMENDED EQUITY PLANS]

Exhibit 10.11

LOGO

ARRIS INTERNATIONAL PLC

DEED OF GRANT

PARTICIPANTS IN THE PACE SHARESAVE

PLAN

Herbert Smith Freehills LLP

THIS DEED made the

ARRIS INTERNATIONAL PLC a company incorporated in England with registration number 9551763 and having its registered office at 710 Wharfedale Road, Winnersh, England RG41 5TP (“ ARRIS ”).

1.	RECITALS

1.1	On 4 December 2015, Pace plc, a public limited company incorporated in the England with registration number 01672847, (“ Pace ”) was acquired by ARRIS by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the “ Merger ”).

1.2	Prior to the Merger, Pace operated the Pace Sharesave Plan (the “ Plan ”).

1.3

In connection with the Merger, the employees of Pace holding options over shares granted under the Plan and listed in Appendix 1 (the “ Optionholders ”) agreed with ARRIS to release their rights under option (the “ Old Options ”) in consideration of the grant of rights to acquire shares in ARRIS (the “ New Options ”), pursuant to Rule 19 of the Plan.

2.	GRANT OF NEW OPTIONS

2.1

Pursuant to the instructions given by the Optionholders to release their Old Options in exchange for New Options (in electronic form, as permitted under Rule 5.1 of the Plan), ARRIS hereby grants to each Optionholder the New Options, exercisable at the price per ordinary share in ARRIS (expressed in pounds Sterling) each as set out against the Participant’s name in Appendix 1.

2.2	Each New Option is granted on the same terms as the corresponding Old Option, save as set out in Rule 19.3 of the Plan.

2.3	ARRIS acknowledges that all such applicants are Eligible Employees under the Plan.

IN WITNESS whereof this Deed has been executed by ARRIS International Plc and is intended to be and is hereby delivered on the date first before written

Executed as a deed by ARRIS International plc acting by Robert Stanzione , a director:

…………………………

Director

in the presence of:

…………………

SIGNATURE OF WITNESS

NAME OF WITNESS:

ADDRESS OF WITNESS:

OCCUPATION OF WITNESS:

Exhibit 10.12

ARRIS GROUP, INC.

OPT PLAN WAIVER

THIS OPT PLAN WAIVER (the “ Waiver ”), dated as of , is by and among ARRIS GROUP, INC., a Delaware corporation (the “ Company ”), ARRIS INTERNATIONAL LIMITED, a private limited company incorporated in England and Wales and wholly-owned subsidiary of the Company (“ New Parent ”), and the individual named on the signature page hereto (“ Participant ”).

WHEREAS, the Company sponsors the Arris Group, Inc. Opt Plan (the “ Plan ”) to grant options from time to time to participants of the Plan, and the Company has entered into a Trust Agreement under the Plan (the “ Trust Agreement ”) to which it may make contributions to pay its liabilities under the Plan;

WHEREAS, the Participant participates in the Plan;

WHEREAS, ARRIS, New Parent and Pace plc, a company incorporated in England and Wales with company number 01672847 and whose registered office is at Victoria Road, Saltaire, BD18 3LF, United Kingdom (“ Pace ”), have entered into a Co-Operation Agreement (the “ Co-Operation Agreement ”) dated as of April 22, 2015;

WHEREAS, New Parent will acquire the entire issued and to be issued share capital of Pace pursuant to a scheme of arrangement under Sections 895 to 899 of the Companies Act, as such scheme of arrangement may be revised, amended or extended from time to time (the “ Pace Acquisition ”);

WHEREAS, the Pace Acquisition is conditioned upon, among other things, an Agreement and Plan of Merger (the “ Merger Agreement ”) being duly adopted by the affirmative vote of the holders of a majority of the outstanding shares of the common stock, par value $0.01 per share, of the Company (the “ Shares ”) entitled to vote on such matter at a meeting of holders of such Shares duly called and held for such purpose in accordance with applicable laws and the certificate of incorporation and bylaws of the Company;

WHEREAS, immediately subsequent to the Pace Acquisition, Archie U.S. Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of Archie U.S. Holdings LLC, a Delaware limited liability company and subsidiary of New Parent (“U.S. Holdco”), shall be merged with and into the Company (the “ Merger ”), with the Company continuing as the surviving entity, and the Company shall become a subsidiary of U.S. Holdco (which, prior to the Merger, shall have been converted into a Delaware corporation), on the terms and subject to the conditions set forth in the Merger Agreement (including that the Pace Acquisition is a condition to the Merger);

WHEREAS, Participant and the Company agree that the transactions contemplated by the Pace Acquisition and the Merger Agreement are not of the type intended to constitute a “change of control” under the Plan or the Trust Agreement or any other agreement to which Participant is a party or that is for the benefit of Participant relating to the Plan or Trust Agreement;

WHEREAS, Participant and the Company desire to clarify the terms of the Plan and Trust Agreement and such other agreements and for Participant to waive any rights that Participant otherwise may have under the Plan or Trust Agreement or such other agreement to which Participant is a party or that is for the benefit of Participant relating to the Plan or Trust Agreement to assert that the transactions contemplated by the Pace Acquisition and the Merger Agreement constitute a “change of control”; and

WHEREAS, the parties hereto also desire to substitute New Parent for the Company as the Sponsor of the Plan and party to the Trust Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

1. Participant agrees that the transactions contemplated by the Pace Acquisition and the Merger Agreement were not intended to, and shall not, constitute a “change of control” under the Plan or the Trust Agreement or any other agreement to which Participant is a party or that is for the benefit of Participant relating to the Plan or the Trust Agreement, and Participant waives any rights Participant may have with respect to any “change of control” or similar provision in the Plan or Trust Agreement or any such other agreement in connection with the transactions contemplated by the Pace Acquisition and the Merger Agreement.

2. Following completion of the merger, Participant consents to the assignment of the Plan and Trust Agreement to, and the assumption of the Plan and Trust Agreement by, New Parent at such time in the future as the Company and New Parent may elect, and, effective as of such assignment and assumption, Participant releases the Company from any further obligations under the Plan and Trust Agreement.

3. Except as modified hereby, the Plan and Trust Agreement and any other agreements to which Participant is a party or that is for the benefit of Participant relating to the Plan or Trust Agreement shall remain in full force and effect.

4. The miscellaneous provisions contained in the Plan, including those governing the choice of law or the resolution of disputes, are incorporated herein as if set forth herein in their entirety.

[Signatures on next page]

IN WITNESS WHEREOF, the parties have executed this Waiver as of the date first above written.


“Company”

ARRIS GROUP, INC.

By:



Name:



Title:


“New Parent”

ARRIS INTERNATIONAL LIMITED

By:



Name:



Title:


“Participant”

By:



Name:

[SIGNATURE PAGE TO OPT PLAN WAIVER]

Exhibit 10.13

ARRIS GROUP, INC.

WAIVER

THIS WAIVER (the “ Waiver ”), dated as of , is by and among ARRIS GROUP, INC., a Delaware corporation (the “ Company ”), ARRIS INTERNATIONAL LIMITED, a private limited company incorporated in England and Wales and wholly-owned subsidiary of the Company (“ New Parent ”), and the individual named on the signature page hereto (“ Executive ”).

WHEREAS, Executive and the Company are parties to an Employment Agreement (as previously or hereafter amended, the “ Employment Agreement ”);

WHEREAS, immediately subsequent to the Pace Acquisition, Archie U.S. Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of Archie U.S. Holdings LLC, a Delaware limited liability company and subsidiary of New Parent (“ U.S. Holdco ”), shall be merged with and into the Company (the “ Merger ”), with the Company continuing as the surviving entity, and the Company shall become a subsidiary of U.S. Holdco (which, prior to the Merger, shall have been converted into a Delaware corporation), on the terms and subject to the conditions set forth in the Merger Agreement (including that the Pace Acquisition is a condition to the Merger);

WHEREAS, Executive and the Company agree that the transactions contemplated by the Pace Acquisition and the subsequent Merger are not of the type intended to constitute a “change in control” or “potential change in control” or create “good reason” under Executive’s Employment Agreement or any equity plan or other plan or agreement to which Executive is a party or that is for the benefit of Executive; and

WHEREAS, the parties hereto also desire to substitute New Parent for the Company as the contracting party under Executive’s Employment Agreement hereafter.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

1. Executive agrees that, for the sake of clarity, the transactions contemplated by the Pace Acquisition and the subsequent Merger were not intended to, and shall not, constitute a “change of control” or “potential change of control” or create “good reason” under the Employment Agreement or any other plan or agreement (including without limitation any equity plan or agreement) to which Executive is a party or that is for the benefit of Executive, and Executive waives any rights Executive may have with respect to any “change of control” or “potential change of control,” “good reason” or similar provision in the Employment Agreement or any such other plan or agreement (including without limitation any equity plan or agreement) in connection with the transactions contemplated by the Pace Acquisition and the subsequent Merger. Accordingly, and without limitation, none of the transactions contemplated by the Pace Acquisition and the subsequent Merger shall entitle Executive to (i) terminate Executive’s employment for “good reason” or otherwise in connection with a “change of control” or “potential change of control” under the Employment Agreement or any other plan or agreement, (ii) become vested under the Employment Agreement or any other plan or agreement with respect to any stock options or other equity awards that Executive holds, or (iii) require funding under the Employment Agreement or any other plan or agreement in connection with the Pace Acquisition or the subsequent Merger of any benefits to which Executive may be entitled.

2. Effective upon completion of the Merger, references to the “Company” in the definitions of “Change of Control” and Potential Change of Control” in the Employment Agreement shall be deemed to be references to New Parent.

3. Following completion of the Merger, Executive consents to the assignment of the Employment Agreement to, and assumption of the Employment Agreement by, New Parent at such time in the future, if any, as the Company and New Parent may elect, and, effective as of such assignment and assumption, Executive releases the Company from any further obligations under the Employment Agreement.

4. Except as modified hereby, the Employment Agreement and any other agreements to which Executive is a party shall remain in full force and effect.

5. The miscellaneous provisions contained in the Employment Agreement, including those governing the choice of law or the resolution of disputes, are incorporated herein as if set forth herein in their entirety.

[Signatures on next page]

IN WITNESS WHEREOF, the parties have executed this Waiver as of the date first above written.


“Company”

ARRIS GROUP, INC.

By:



Name:



Title:


“New Parent”

ARRIS INTERNATIONAL LIMITED

By:



Name:



Title:


“Executive”

By:



Name:

[SIGNATURE PAGE TO CHANGE IN CONTROL WAIVER]

Exhibit 10.14

ARRIS GROUP, INC.

TAX EQUALIZATION PAYMENT AGREEMENT

THIS TAX EQUALIZATION PAYMENT AGREEMENT (the “ Agreement ”), dated as of , is by and among ARRIS GROUP, INC., a Delaware corporation (the “ Company ”), ARRIS INTERNATIONAL LIMITED, a corporation incorporated in England and Wales (“ New Arris ”), and the individual named on the signature page hereto (the “ Covered Person ”).

WHEREAS, the Covered Person is an executive officer of the Company;

WHEREAS, the Company and New Arris have agreed that the Company will become an indirect wholly-owned subsidiary of New Arris through the merger of an indirect subsidiary of New Arris with and into the Company contemporaneously with certain other related transactions (collectively, the “ Transaction ”);

WHEREAS, one consequence of the Transaction is that an excise tax likely will be imposed pursuant to Section 4985 of the Internal Revenue Code of 1986, as amended (the “ Excise Tax ”) on certain specified stock compensation held by the Covered Person as of the closing of the Transaction (the “ Covered Compensation ”); and

WHEREAS, the Company and its Compensation Committee or Board of Directors, as the case may be, has concluded that since any imposition of the Excise Tax results from the Transaction, which was approved by the Board of Directors as being in the best interests of the Company’s stockholders, it would be inappropriate for the Covered Person to be required to pay any such Excise Tax from his or her own funds without being reimbursed by the Company for the Excise Tax together with any other taxes resulting from such reimbursement.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1. After the closing of the Transaction and before the due date for remitting any Excise Tax imposed on the Covered Person, New Arris shall, in good faith, determine if any Excise Tax is likely to be imposed on the Covered Person as a result of the Transaction with respect to Covered Compensation.

2. If New Arris determines that the Excise Tax is likely to be imposed on the Covered Person as a result of the Transaction with respect to Covered Compensation, on or before the due date for remitting such Excise Tax, subject to Section 3 below, New Arris will pay to the Covered Person in cash in a single lump sum, net of applicable withholdings, the additional amount that is sufficient to pay the Excise Tax imposed on the Covered Person as the result of the Transaction with respect to his specified stock compensation (within the meaning of Section 4985 of the Code) plus the amount of any federal and state income, employment and Excise Taxes imposed on the additional amount to be paid to the Covered Person under this

Agreement at the assumed aggregate tax rate set forth herein (in the aggregate, the “ Equalization Payment ”), provided, in the event that the Covered Person is an Executive Officer, the Covered Person remains employed continuously with the Company or New Arris from the date of the closing of the Transaction until the date for remitting any Excise Tax. For these purposes, the combined state and federal tax rate for all such income, employment and Excise Taxes shall be deemed to be 62.95%. Notwithstanding the foregoing, New ARRIS, at its option, may pay the Equalization Payment directly to the applicable federal and state authorities on behalf of the Covered Person.

3. In the event that the Covered Person is an Executive Officer and terminates his employment with New Arris, the Company and its subsidiaries on or prior to December 31, 2016, other than for “ Good Reason ,” or in the event that New Arris or the Company terminates the employment of the Covered Person on or before December 31, 2016 for “ Cause ” and in each case other than on account of the Covered Person’s death or Disability, the Covered Person agrees to immediately (and in no event later than thirty (30) days following termination of employment) repay New Arris the gross amount of the Equalization Payment, including for these purposes any amounts withheld in connection with such Equalization Payment. If the Equalization Payment has not been paid before the termination of the Covered Person’s employment as described herein, the Covered Person then shall forfeit the right to receive the Equalization Payment. For these purposes, the terms “ Good Reason ,” “ Cause ” and “ Disability ” shall have the meanings given to them (or any similar terms, including “ Good Cause ” and “ permanent disability ”) in the existing employment or similar agreement, if any, between the Covered Person and either the Company or New Arris, as the case may be, without requiring a change in control should that be a condition to the definition.

4. In the event an Equalization Payment is made pursuant to Section 2 and, within 18 months of the closing of the Transaction, New ARRIS determines that no Excise Tax was owed by the Covered Person and the New ARRIS Compensation Committee requests the Covered Person to take commercially reasonable steps to obtain a refund the Equalization Payment from the applicable federal and state taxing authorities, the Covered Person shall take such steps and remit the refunded amount to New ARRIS, less the amount of reasonable out-of-pocket costs and expenses (including tax preparation costs) incurred by the Covered Person in obtaining any such refund.

5. New Arris or a subsidiary may offset any amounts owed by the Covered Person pursuant to this Agreement against any amounts owed to the Covered Person by New Arris or a subsidiary.

6. This Agreement shall be interpreted under the laws of the State of Georgia without reference to the conflicts of laws provisions thereof. Any determination made by New Arris under this Agreement shall be binding upon all parties.

7. With respect to any disputes hereunder, the parties hereto consent to the exclusive jurisdiction and venue of the Superior Court of Forsyth County, Georgia, or the United States District Court for the Northern District of Georgia and agree not to bring any action in any other Court.

8. It is intended that any payment to be made under this Agreement and which is considered to be nonqualified deferred compensation subject to Section 409A of the Code will be provided in a manner, and at such time, as complies with Section 409A of the Code. If the Covered Person is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Company’s or New Arris’ stock is publicly traded on an established securities market or otherwise, then payment of any amount under this Agreement which is considered deferred compensation subject to Section 409A of the Code that is to be paid in connection with a separation from service shall be deferred for six (6) months after termination of the Covered Person’s separation from service or, if earlier, the Covered Person’s death, as required by Section 409A(a)(2)(B)(i) of the Code (the “ 409A Deferral Period ”). In the event payments are due to be made during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends. The Equalization Payment will not be triggered as the result of the Covered Person’s separation from service, so no such delay should be required. The Equalization Payment is intended to be paid consistent with the requirements under Section 409A of the Code for tax gross-up payments, and the provisions hereof will be construed consistent with that intent. Notwithstanding the foregoing, neither the Company nor New Arris shall be liable to the Covered Person or any other person if any amounts hereunder fail to comply with, or be exempt from, Section 409A of the Code.

[Signatures on next page]

IN WITNESS WHEREOF, the parties have executed this Tax Equalization Payment Agreement as of the date first above written.


“Company”

ARRIS GROUP, INC.

By:



Name:



Title:


“New Parent”

ARRIS INTERNATIONAL LIMITED

By:



Name:



Title:


“Covered Person”

By:



Name:

Exhibit 99.1

ARRIS Completes Pace Acquisition

Combined companies to transform video and broadband delivery through broadened portfolio, global footprint, and customer base

SUWANEE, Ga., Jan. 4, 2016 – ARRIS International plc (NASDAQ: ARRS), the new parent company of ARRIS Group, Inc., today completed its $2.1B (£1.4B) acquisition of Pace plc – combining the two companies’ strengths in entertainment and communications delivery.

The transaction combines the strengths of both companies on a global scale—broadening ARRIS’s worldwide CPE leadership with a competitive stake in satellite communications; leveraging new synergies in telco TV; expanding its cloud, network, home, and services portfolio; and increasing its collaboration with the world’s leading service providers. In addition to CPE, the combination further establishes ARRIS as a global leader in HFC/Optics, complementing its established CMTS leadership position.

ARRIS acquired Pace with a combination of stock and cash. The newly combined company is incorporated in the U.K., with operational and worldwide headquarters remaining in Suwanee, GA, USA. ARRIS International’s shares are listed on the NASDAQ stock exchange under the ticker symbol ARRS. ARRIS shareholders will own approximately 76% of the new company, with former Pace shareholders owning the remaining 24%. Based on current information, including the closing price for the ARRIS Group shares on January 4th, initial analysis indicates that the transaction will not be taxable to U.S. holders of the former ARRIS Group shares. However, final information regarding the aggregate stockholder basis as of the closing of the transaction in the former ARRIS Group shares and applicable earnings and profits will not be available for some time and the current expectation as to the taxable nature of the transaction may change. ARRIS will communicate and post on the investor relations portion of its website any changes in the determination and the final determination will be made and announced by ARRIS following the end of the 2016 tax year.

“ARRIS is investing in our industry’s next stage of growth. This acquisition enables us to scale our leadership and innovation to transform global entertainment and communications for millions of people,” said Bob Stanzione, Chairman and CEO of ARRIS. “Our combined organization unites two of the strongest leadership and engineering teams in the industry—giving us the scale, expertise, and technology to make ARRIS, more than ever before, the partner of choice for the world’s leading service providers. Together with our customers, we’re creating a world of connected, personalized entertainment and communications that blend seamlessly into our everyday lives.”

Bob Stanzione will lead the combined organization as Chairman and CEO. The ARRIS Board of Directors will remain unchanged.

About the Acquisition

The acquisition is expected to create $0.65 – $0.75 Non-GAAP EPS accretion in the next 12 months. ARRIS expects to benefit from improved product, company, and operational expenditures, a reduced tax rate, and a strong, flexible balance sheet.

ARRIS will provide additional information on its February 17th earnings call.

About ARRIS

ARRIS International plc (NASDAQ: ARRS) is a world leader in entertainment and communications technology. Our innovations combine hardware, software, and services across the cloud, network, and home to power TV and Internet for millions of people around the globe. The people of ARRIS collaborate with the world’s top service providers, content providers, and retailers to advance the state of our industry and pioneer tomorrow’s connected world. Together, we are inventing the future. For more information, visit www.arris.com .

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Forward-Looking Statements

This press release contains forward-looking statements concerning the taxability of the transaction and the expected benefits, including the expected non-GAAP EPS accretion. Forward-looking statements speak only as to the date of the document and may be identified by the use of forward-looking terms such as “may”, “will”, “expects”, “believes”, “anticipates”, “plans”, “estimates”, “projects”, “targets”, “forecasts”, “outlook”, “impact”, “potential”, “confidence”, “improve”, “optimistic”, “deliver”, “comfortable”, “trend” and “seeks”, or the negative of such terms or other variations on such terms or comparable terminology. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the failure to realize the expected benefits of the combination, additional information available only after the transaction close that may impact the taxable nature of the transaction to stockholders,

significant transaction costs and/or unknown liabilities, changes in tax laws or their interpretation or application, regulations, rates and policies, customer reaction to the combination, general economic and business conditions that affect the combined company, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, future business combinations or disposals and competitive developments. These factors are not intended to be an all-encompassing list of risks and uncertainties. Additional information regarding these and other factors can be found in ARRIS’s reports filed with the SEC, including the Quarterly Report on Form 10-Q for the period ended September 30, 2015 filed by ARRIS Group, Inc. (as predecessor to ARRIS International) and the Form S-4 (file no. 333-205442) filed by ARRIS. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this release could cause ARRIS’s plans for the combined company, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. ARRIS expressly disclaims any obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.

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Contacts:

Bob Puccini

Investor Relations

+1-720-895-7787

Bob.Puccini@arris.com

Jeanne Russo

Media & Industry Analysts

+1-215-323-1880

Jeanne.Russo@arris.com

ARRIS and the ARRIS Logo are trademarks or registered trademarks of ARRIS Enterprises, Inc. All other trademarks are the property of their respective owners. ^© ARRIS Enterprises, Inc. 2016. All rights reserved.