Exhibit 10.1

SUBSCRIPTION AGREEMENT

This Subscription Agreement (“ Agreement ”), dated as of February 9, 2017, sets forth the terms and conditions upon which Quotient Limited, a company organized under the laws of Jersey (the “ Company ”), will issue, and Christopher J. Lindop (the “ Subscriber ”) will subscribe for, an aggregate of 50,000 ordinary shares (the “ Shares ”), of no par value per share, of the Company (for cash at a price of $6.41 per Share (the “ Subscription Price ”). The Subscription Price per Share is equal to the closing sales price of the Company’s ordinary shares as reported on the Nasdaq Global Market on the date of this Agreement.

Section 1. Subscription and Issue of the Shares . The Company agrees to issue to the Subscriber, and the Subscriber agrees to subscribe for, the Shares. As promptly as reasonably practicable, but in no event later than three business days after the execution of this Agreement, the Subscriber shall deliver the Subscription Price for the Shares to the Company by wire transfer of immediately available funds in accordance with the Company’s written wire instructions. Subject to and upon receipt of such payment of the Subscription Price for the Shares, the Company shall deliver instructions to the Company’s transfer agent to issue to the Subscriber certificates or other appropriate documentation for the Shares, duly executed on behalf of the Company and registered in the name of the Subscriber or his designee.

Section 2. Representations and Warranties of the Subscriber . The Subscriber represents and warrants to the Company, as of the date hereof and as of the closing date that:

(a) The execution, delivery and performance by the Subscriber of this Agreement, and the consummation of the transactions contemplated hereby are within the legal right, power and capacity of the Subscriber, and that this Agreement constitutes a valid and binding agreement of the Subscriber, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement or creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b) The execution, delivery and performance by the Subscriber of this Agreement and the consummation of the transactions contemplated hereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official on the part of the Subscriber.

(c) The execution, delivery and performance by the Subscriber and the Company of this Agreement, and the consummation of the transactions contemplated by this Agreement, do not and will not (i) violate any material agreement to which the Subscriber is a party or by which the Subscriber or any of his property or assets is bound, or (ii) violate any law, rule, regulation, order, judgment or decree applicable to the Subscriber.

(d) There is no investment banker, broker, finder or other intermediary which has been retained by, will be retained by or is authorized to act on behalf of the Subscriber who might be entitled to any fee or commission from the Company or the Subscriber upon consummation of the transactions contemplated by this Agreement.

(e) (i) The Subscriber is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by companies similar to the Company in terms of the Company’s stage of development, and the Subscriber has undertaken an independent analysis of the merits and the risks of an investment in the Shares, based on the Subscriber’s own financial circumstances; (ii) the Subscriber has had the opportunity to request, receive, review and consider, or has otherwise had access to, all information he deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Subscriber is acquiring the Shares for his own account and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iv) the Subscriber will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Subscriber engage in any short sale that results in a disposition of any of the Shares by the Subscriber, except in compliance with the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations thereunder, any applicable state securities laws and the applicable laws of Jersey, Channel Islands; and (v) the Subscriber is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act.

(f) The Subscriber understands that the Shares are being offered and sold to him in reliance upon specific exemptions from the registration requirements of the Securities Act, the rules and regulations thereunder and state securities laws and the regulatory consent requirements under the applicable laws of Jersey, Channel Islands. The Subscriber further understands that the Company is relying upon the truth and accuracy of, and the Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Shares.

(g) The Subscriber acknowledges that the Shares were not offered to the Subscriber by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, website, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which the Subscriber was invited by any of the foregoing means of communications.

(h) The Subscriber understands that nothing in the Agreement or any other materials presented to the Subscriber in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Subscriber has consulted such legal, tax and investment advisors as he, in his sole discretion, has deemed necessary or appropriate in connection with his purchase of the Shares.

(i) The Subscriber understands that his investment in the Shares involves a significant degree of risk, including a risk of total loss of the Subscriber’s investment, and the Subscriber has full cognizance of and understands all of the risks related to the Subscriber’s purchase of the Shares.

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(j) The Subscriber understands that the Shares will be “restricted securities” as such term is used in Rule 144 under the Securities Act and will bear a restrictive legend restricting the transfer of such Shares in connection therewith.

Section 3. Representations and Warranties of the Company . The Company represents and warrants to the Subscriber, as of the date hereof and as of the closing date that:

(a) The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby and thereby are within the powers of the Company and have been or will have been duly authorized by all necessary action on the part of the Company, and that this Agreement constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement or creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official on the part of the Company.

(c) The execution, delivery and performance by the Subscriber and the Company of this Agreement, and the consummation of the transactions contemplated by this Agreement, do not and will not (i) violate the certificate of incorporation (or certificate of incorporation on change of name) of the Company or the articles of association of the Company, (ii) violate any material agreement to which the Company is a party or by which the Company or any of its property or assets is bound, or (iii) violate any law, rule, regulation, order, judgment or decree applicable to the Company.

(d) The Shares, when issued upon payment of the Subscription Price therefor in accordance herewith, will be duly authorized and validly issued, fully-paid and non-assessable.

(e) There is no investment banker, broker, finder or other intermediary which has been retained by, will be retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission from the Company or the Subscriber upon consummation of the transactions contemplated by this Agreement.

Section 4. Survival; Indemnity . The representations and warranties of the parties hereto contained in this Agreement shall survive the consummation of the transactions contemplated hereby. The Subscriber and the Company agree to indemnify and protect the other party, his or its employees, contractors, agents and attorneys, as applicable, and his or its successors and assigns and hold them harmless from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred as a result of the breach by the Subscriber or the Company, as applicable, of any of his or its representations, warranties or covenants contained in this Agreement.

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Section 5. Notices . All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to the Subscriber to:

Christopher Lindop

160 Commonwealth Avenue

Unit 522

Boston MA 02116

United States of America

if to the Company to:

Quotient Limited

PO Box 1075, Elizabeth House

9 Castle Street

St Helier

Jersey JE4 2QP

Channel Islands

Attn: D.J. Paul Cowan

With a copy to:

Clifford Chance US LLP

31 West 52 ^nd St.

New York, NY 10019

Fax: (212) 878-8375

Attention: Per Chilstrom

or to such other address or telecopy number and with such other copies as such party may hereafter specify for the purpose of notice. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

Section 6. Amendments and Waivers . Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 7. Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and

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assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.

Section 8. Choice of Law and Venue . Without regard to principles of conflicts of law, this Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York. The Parties agree that venue shall be in any state court or the United States District Court located in New York, New York. Each party consents to the exclusive jurisdiction of such courts (and the appellate courts thereof) and agrees not to commence any such proceeding except in such courts. Each party agrees not to assert (by way of motion, as a defense, or otherwise), and hereby irrevocably and unconditionally waives in any such proceeding commenced in such court, any objection or claim that such party is not subject personally to the jurisdiction of such court or that such proceeding has been brought in an inconvenient forum. If such courts refuse to exercise jurisdiction hereunder, the Parties agree that such jurisdiction shall be proper in any court in which jurisdiction may be obtained.

Section 9. Waiver of Jury Trial . EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10. Counterparts; Third Party Beneficiaries . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. No provision of this Agreement shall confer upon any person other than the parties hereto any rights or remedies hereunder.

Section 11. Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 12. Captions . The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

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This Subscription Agreement is executed as of the date first written above.

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (“ Employment Agreement ”) is entered into as of February 9, 2017 (the “ Effective Date ”), by and between Quotient Limited (“ Employer ”), or such affiliate of Employer as its Chairman of the Board of Directors of the Employer (the “ Board ” ) may designate, and Christopher Lindop (“ Executive ”) (collectively, the “ Parties ”).

A. Employer desires assurance of the association and services of Executive in order to retain Executive’s experience, abilities, and knowledge, and is therefore willing to engage Executive’s services on the terms and conditions set forth below.

B. Executive desires to be employed by Employer and is willing to do so on the terms and conditions set forth below.

In consideration of the above recitals and of the mutual promises and conditions in this Employment Agreement, the Parties agree:

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Executive’s Employment Location during the Employment Term will be Eysins, Switzerland; provided, however, that Employer may from time to time require Executive to travel and to be at other locations as necessary or required to fulfill Executive’s responsibilities. Executive shall work during Employer’s regular business hours and any additional hours necessary to fulfill the Employment Duties.

During the term of Executive’s employment, Employer will reimburse Employee by way of allowance for necessary, customary and usual living expenses (for example, to cover the cost of accommodation and a motor vehicle) while his Employment Location is in Switzerland (“ Relocation Allowance ”). The initial Relocation Allowance shall be $120,000 per annum and will be subject to annual review. The Relocation Allowance will be paid in equal monthly installments.

Employer shall reimburse Executive for one business class flight per calendar year for his wife to return to the USA.

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In addition, Employer shall meet the reasonable initial relocation costs of Executive up to a total of $50,000 (excluding the cost of flights).

All allowances paid pursuant to this clause shall be grossed up to the extent they are deemed taxable.

Employer will reimburse Executive promptly for reasonable, necessary, customary and usual business expenses, including travel, entertainment, parking, business meetings and professional dues incurred during the Employment Term and substantiated in accordance with the policies and procedures established from time to time by Employer.

Except for Executive’s existing role as a non-executive Director of Parexel International Corporation, Executive is expected to devote Executive’s full attention to the business interests of Employer; provided, however, that Executive may devote reasonable time and effort to community and charitable activities and organizations, so long as they do not interfere with performance of the Employment Duties. Executive represents to Employer that Executive has no other outstanding commitments inconsistent with or in conflict with or that may interfere with any of the terms of this Employment Agreement or the services to be rendered under it.

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Employer will, to the maximum extent permitted by Employer’s bylaws and applicable law, indemnify and hold Executive harmless for any acts or decisions made in good faith while performing services for Employer; provided however, that acts determined by the trier of facts to be acts of gross negligence or willful misconduct will not be deemed to be in good faith. To the same extent, Employer will pay, and subject to any legal limitations (including the obligation to repay such advances), advance all expenses, including reasonable attorney fees and costs of court-approved settlements, actually and necessarily incurred by Executive in connection with the defense of any action, suit or proceeding and in connection with any appeal, which has been brought against Executive by reason of Executive’s service to Employer while acting in good faith.

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Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his “separation from service” (within the meaning of Treasury Regulation Section 1.409A 1(h)) to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B)

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of the Code (after taking into account the applicable provisions of Treasury Regulation Section 1.409A 1(b)(9)(iii)), the portion, if any, of such payment so required to be delayed shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” or (ii) the date of his death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 8.6 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered deferred compensation under Section 409A, references to Executive’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A 1(h)) with the Company.

With respect to any reimbursement or in kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

At any time after notice is given by Employer or Executive to terminate Executive’s employment with Employer, Executive shall, at the request of Employer’s Board of Directors, resign from all offices Executive may hold as a director or officer of Employer and from all other appointments or offices that Executive holds as nominee or representative of Employer.

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This Employment Agreement will survive any merger of Employer with any other entity, regardless of whether Employer is the surviving or resulting corporation, and any transfer of all or substantially all of Employer’s assets to any other entity and to any such successor entity’s subsequent successors or assigns. In the event of any such merger or transfer of assets, the provisions of this Employment Agreement will be binding on and inure to the benefit of the surviving business entity or the business entity to which such assets will be transferred.

This Employment Agreement may not be assigned by Executive. Employer may assign this Employment Agreement without the consent of Executive.

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The parties agree that Executive’s obligations under Paragraphs 7 ( Ownership and Assignment of Inventions ) , 13 ( Confidential Information and Materials ) , and 14 ( Noncompetition and Nonsolicitation Covenant ) of this Employment Agreement will survive the termination of this Employment Agreement and termination of Executive’s employment with Employer, regardless of when such termination may occur and regardless of the reasons for such termination.

Executive is entitled to the benefit of, and is obligated to perform, all of Executive’s responsibilities under Employer’s personnel policies, rules, and practices in effect from time to time for all of its employees during the Employment Term.

The Parties agree that damages in the event of breach by Executive of Paragraphs 7 ( Ownership and Assignment of Inventions ) , 13 ( Confidential Information and Materials ) , or 14 ( Noncompetition and Nonsolicitation Covenants ) of this Employment Agreement

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would be difficult, if not impossible, to ascertain, and it is agreed that Employer, in addition to and without limiting any other remedy or right it may have, will have the right to an immediate injunction or other equitable relief in any court of competent jurisdiction enjoining any threatened or actual breach without the requirement to post a bond. The existence of this right will not preclude Employer from pursuing any other rights and remedies at law or in equity that Employer may have, including recovery of damages.

This Employment Agreement contains the entire agreement between the Parties pertaining to the subject matter addressed in this Employment Agreement. No oral modifications, express or implied, may alter or vary the terms of this Employment Agreement.

No modifications, amendments, deletions, additions, or novations to or of this Employment Agreement will be effective unless they are completely and unambiguously contained in a writing signed by Executive and by an authorized officer of Employer.

This Employment Agreement and any dispute arising from the relationship between the Parties will be governed by and construed under and according to the laws of the State of Delaware without regard to its conflict of laws provisions. The venue for any action hereunder will be in the State of Delaware, whether or not such venue is or subsequently becomes inconvenient, and the parties consent to the jurisdiction of the state and federal courts seated of Delaware. Except as provided in Section 16, any dispute or controversy arising under or relating to this Agreement and Executive’s employment hereunder (whether based on contract or tort or other common law or upon any federal, state or local statute or regulation, including, without limitation, claims of discrimination, harassment and retaliation under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act and similar federal, state and local fair employment practices laws) shall, at the election of either Executive or the Company, be submitted to JAMS for resolution in arbitration in accordance with the then-current rules and procedures of JAMS for employment-related disputes. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 30 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy), and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 19. Any such arbitration proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any available streamlined

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or expedited (rather than a comprehensive) arbitration process and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration for both parties. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the courts of New York for this purpose; provided, however, the parties may agree after the commencement of a proceeding to hold the arbitration in another jurisdiction. If at the time any dispute or controversy arises with respect to this Agreement JAMS is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS for purposes of this Section 19, and the arbitration will be conducted in accordance with the then current AAA Employment Arbitration Rules & Mediation Procedures.

Any notice to Employer required or permitted under this Employment Agreement will be given in writing to Employer, either by personal service, facsimile, or by registered or certified mail, postage prepaid. Any notice to Executive will be given in a like manner and, if mailed, will be addressed to Executive at Executive’s home address then shown in Employer’s files. For the purpose of determining compliance with any time limit in this Employment Agreement, a notice will be deemed to have been duly given (a) on the date of service, if served personally on the party to whom notice is to be given, (b) on the same business day given by facsimile, e-mail, or other electronic transmission, or (c) on the second (2nd) business day after mailing, if mailed to the party to whom the notice is to be given in the manner provided in this Paragraph. As of the date this Employment Agreement is executed, notice is to be given at the following addresses:

To Employer:

Quotient Limited

PO Box 1075, Elizabeth House

9 Castle Street

St Helier

Jersey JE4 2QP

Channel Islands

Attn: D.J. Paul Cowan

E-mail: paul.cowan@quotientbd.com

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To Executive:

Christopher Lindop

160 Commonwealth Avenue

Unit 522

Boston MA 02116

United States of America

Copy to:

Quotient Limited

Pentlands Science Park

Bush Loan, Penicuik

Midlothian EH26 0PZ

United Kingdom

Attn: D.J. Paul Cowan

E-mail: paul.cowan@quotientbd.com

Fax: +(44) 1638-724200

Employer shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

Subject to Paragraph 14.4, if any provision of this Employment Agreement is held invalid or unenforceable, the remainder of this Employment Agreement will nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it will nevertheless remain in full force and effect in all other circumstances.

The headings in this Employment Agreement are inserted for convenience only; are not part of this Employment Agreement, will not in any manner affect the meaning of this Employment Agreement or any paragraph, term, and/or provision of this Employment Agreement; and will not be deemed or interpreted to be a part of this Employment Agreement for any purpose.

The language of this Employment Agreement will, for any and all purposes, be construed as a whole, according to its fair meaning, not strictly for or against Executive, on the one hand, or Employer, on the other hand, and without regard to the identity or status of any person or persons who drafted all or any part of this Employment Agreement.

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No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Employment Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless the writing so specifies.

Executive warrants that he is under no disability that would prevent Executive from entering into this Employment Agreement and from complying with all of its provisions to their fullest extent. If Executive is enjoined or otherwise prevented by judicial or administrative determination from complying with the terms of this Employment Agreement, then Employer may terminate this Employment Agreement and Executive’s employment immediately without incurring any future liability, and for purposes of Paragraphs 9.1 and 9.3 such termination will be for Cause.

This Employment Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

A faxed or photocopied signature will have the same effect as an original signature.

The undersigned Executive has read the foregoing Employment Agreement and has taken the time necessary to review completely and fully understand it. The undersigned Executive has had the unrestricted right and opportunity to have each and every paragraph, term, and provision of the foregoing Employment Agreement and each and every result and consequence of its execution by the undersigned Executive fully explained to Executive by legal counsel selected and retained solely by Executive.

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Notwithstanding any other provision of this Agreement, in the event that the amount of payments or other benefits payable to the Executive under this Agreement, together with any payments, awards or benefits payable under any other plan, program, arrangement or agreement maintained by the Company or one of its subsidiaries or affiliated companies (including, without limitation, the acceleration of any payment or the accelerated vesting of any payment or other benefit) would constitute an “excess parachute payment” (within the meaning of Section 280G of the Code), the payments and benefits shall be reduced (by the minimum possible amounts) until no amount payable to the Executive under this Agreement constitutes an “excess parachute payment” (within the meaning of Section 280G of the Code); provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account federal, state, local or other income, employment and excise taxes) to which the Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account federal, state, local or other income, employment and excise taxes) to the Executive resulting from the receipt of such payments with such reduction.

All determinations required to be made under this Section 30, including whether a payment would result in an “excess parachute payment” and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive as requested by the Company or the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company. Absent manifest error, all determinations made by the Accounting Firm under this Section 30 shall be final and binding upon the Company and the Executive.

All amounts payable under this Agreement or otherwise by the Company to the Executive shall be subject to the terms of the Company’s “clawback” policies as in effect from time to time.

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The undersigned fully understands the foregoing Employment Agreement, accepts, and agrees to each and every paragraph, term, and provision contained in it, and fully accepts and agrees to it as binding Executive for any and all purposes whatsoever.

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SCHEDULE 1

BONUSES AND RESTRICTED STOCK

Notwithstanding the above, upon a change of control (substantially as defined below) of Employer, the RSUs and the Share Options shall vest and become non-forfeitable as follows. For purposes of the RSU and Share Option grants (or such other grant as may be decided as appropriate pursuant to this paragraph), subject to specific terms set forth in any documentation of such award, a “change of control” is intended generally to refer to the happening of any of the following:

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Notwithstanding the foregoing, no event or condition shall constitute a change of control to the extent that, if it were, a 20% tax would be imposed under Section 409A of the Code; provided that , in such a case, the event or condition shall continue to constitute a change of control to the maximum extent possible (e.g., if applicable, in respect of vesting without an acceleration of distribution) without causing the imposition of such 20% tax.

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SCHEDULE 2

EXISTING INVENTIONS

N/A

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