Sensata Technologies Holding plc (Form: 8-K12B, Received: 03/28/2018 09:09:20)

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): March 28, 2018

__________________________________________

SENSATA TECHNOLOGIES HOLDING PLC

(Exact name of Registrant as specified in its charter)

__________________________________________



England and Wales	001-34652	98-1386780
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

Interface House, Interface Business Park

Bincknoll Lane

Royal Wootton Bassett

Swindon SN4 8SY

United Kingdom

Telephone: +1 (508) 236 3800

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

__________________________________________

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:



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



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



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



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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

EXPLANATORY NOTE

On March 28, 2018, the Sensata group of companies completed the reorganization of its corporate structure, pursuant to which Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales (“Sensata-UK”), became the publicly-traded parent company of the Sensata group of companies. The change in location of incorporation was effected by a cross-border merger between Sensata Technologies Holding N.V., a Dutch company (“Sensata-Netherlands”), and Sensata-UK, with Sensata-Netherlands being the disappearing entity and Sensata-UK being the surviving entity (the “Merger”), pursuant to the common draft terms of the cross-border legal merger dated October 26, 2017 (the “Merger Proposal”). Following the Merger, Sensata-UK became the successor issuer to Sensata-Netherlands. Entry into the Merger Proposal was previously announced by Sensata-Netherlands in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 1, 2017. This Current Report on Form 8-K is being filed for the purpose of establishing Sensata-UK as the successor issuer pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose certain related matters. Pursuant to Rule 12g-3(a) under the Exchange Act, the ordinary shares of Sensata-UK, par value €0.01 per share (the “Sensata-UK Shares”), are deemed registered under Section 12(b) of the Exchange Act. Sensata-UK hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.



Item 1.01	Entry Into a Material Definitive Agreement

The information set forth in the Explanatory Note and in Item 5.02 of this Current Report on Form 8-K under the heading “Plan Amendments” is incorporated herein by reference.

At 8:30 a.m. Eastern Time on March 28, 2018, being the effective time of the Merger (the “Effective Time”), (i) Sensata-Netherlands merged with and into Sensata-UK with Sensata-UK being the surviving entity, (ii) all of the assets and liabilities of Sensata-Netherlands were transferred to Sensata-UK, (iii) each ordinary share of Sensata-Netherlands (each, a “Sensata-Netherlands Share”), excluding treasury shares held by Sensata-Netherlands and shares that had been forfeited but not legally retired, was exchanged for one Sensata-UK Share, and (iv) Sensata-UK assumed, and became the plan sponsor of, all employee benefit and compensation plans, arrangements and agreements that were previously sponsored, maintained or contributed to by Sensata-Netherlands (including equity and incentive plans and any awards outstanding thereunder at the Effective Time). The Sensata-UK Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “ST,” the same symbol under which the Sensata-Netherlands Shares traded prior to the Effective Time.

The issuance of the Sensata-UK Shares was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-220735) (as amended, the “Registration Statement”) filed by Sensata-UK, which was declared effective by the Commission on January 4, 2018.

As a result of the Merger, Sensata-UK became the successor issuer to Sensata-Netherlands pursuant to Rule 12g-3(a) under the Exchange Act, and the Sensata-UK Shares are deemed registered under Section 12(b) of the Exchange Act.

The foregoing summary of the transactions contemplated by the Merger Proposal does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Proposal, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.



Item 3.01	Notice of Delisting.

Following the consummation of the Merger, the Sensata-UK Shares have been listed on the NYSE under the symbol “ST,” the same symbol that the Sensata-Netherlands Shares traded under prior to March 28, 2018. The new listing of the Sensata-UK Shares on the NYSE became effective on and as of March 28, 2018.

In connection with the exchange of the Sensata-Netherlands Shares for Sensata-UK Shares in the Merger, trading of the Sensata-Netherlands Shares on the NYSE has been suspended, and the NYSE is expected to file a notification of delisting of the Sensata-Netherlands Shares from the NYSE and deregistration of the Sensata-Netherlands Shares under Section 12(b) of the Exchange Act on Form 25 with the SEC. Sensata-UK, as successor to Sensata-Netherlands, intends to file a certification on Form 15 with the Commission to cause the reporting obligations of Sensata-Netherlands under Sections 13 and 15(d) of the Exchange Act to be suspended.



Item 3.03	Material Modification to Rights of Security Holders.

The information set forth in Item 1.01, Item 5.03 and Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.



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

Directors and Executive Officers

Martha Sullivan, chief executive officer of Sensata-Netherlands, and Jeffrey Cote, executive vice president, Sensing Solutions and chief operating officer of Sensata-Netherlands, were the directors of Sensata-UK prior to the Effective Time. As of the Effective Time, Mr. Cote resigned as a director, and the other directors of Sensata-Netherlands were appointed as the directors of Sensata-UK. As a result, the directors of Sensata-UK are: Martha Sullivan, Paul Edgerley (Chairman), James E. Heppelmann, Charles W. Peffer, Kirk P. Pond, Constance Skidmore, Andrew Teich, Thomas Wroe and Stephen Zide.

As of the Effective Time, the committees of the board of directors of Sensata-UK (the “Sensata-UK Board”) were constituted as follows:


•	Audit Committee: Messrs. Peffer and Zide, and Ms. Skidmore (Chair);


•	Compensation Committee: Messrs. Heppelmann (Chair), Pond and Teich;


•	Nomination and Governance Committee: Messrs. Edgerley (Chair), Heppelmann and Teich, and Ms. Skidmore; and


•	Finance Committee: Messrs. Edgerley, Heppelmann, Teich and Zide (Chair).

Biographical information with respect to such directors can be found in the definitive proxy statement for the 2017 Annual General Meeting of Shareholders of Sensata-Netherlands filed by Sensata-Netherlands on April 20, 2017 (the “2017 Proxy Statement”) under the heading “Proposal 1—Election of Directors” and is incorporated by reference herein.

In addition, the executive officers of Sensata-UK are the same as the executive officers of Sensata-Netherlands immediately prior to the Effective Time, as follows: Martha Sullivan, President and Chief Executive Officer; Paul Vasington, Executive Vice President and Chief Financial Officer; Jeffrey Cote, Executive Vice President, Sensing Solutions and Chief Operating Officer; Steve Beringhause, Executive Vice President, Chief Technology Officer; Allisha Elliott, Senior Vice President, Chief Human Resources Officer; and Paul Chawla, Senior Vice President, Performance Sensing Automotive.

Biographical information with respect to such officers can be found in the 2017 Proxy Statement under the heading “Executive Officers” and in the Current Report on Form 8-K filed by Sensata-Netherlands on January 5, 2018 and is incorporated by reference herein.

Certain information required by Item 404(a) of Regulation S-K with respect to such directors and officers can be found in the 2017 Proxy Statement under the heading “Certain Relationships and Related Transactions” and is incorporated herein by reference. Other than as disclosed herein, there are no relationships or related transactions between such directors and officers and Sensata-UK that would be required to be reported under Item 404(a) of Regulation S-K.

Plan Amendments

At the Effective Time and pursuant to the Merger Proposal, Sensata-UK assumed the following Sensata-Netherlands employee benefit and compensation plans, including all options and awards issued or granted under such plans (each, an “Assumed Plan” and collectively, the “Assumed Plans”): (i) the Sensata Technologies Holding plc Second Amended and Restated 2006 Management Option Plan (as amended to date, the “2006 Plan”), and (ii) the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (as amended to date, the “2010 Plan”), each as amended and restated effective as of the Effective Time. At the Effective Time, each outstanding option to acquire Sensata-Netherlands Shares and each other equity-based award issued by Sensata-Netherlands that was outstanding immediately prior to the Effective Time under an Assumed Plan was converted into an option to acquire or an award covering, as applicable, the same number of Sensata-UK Shares, which option or award, as applicable, has the same terms and conditions (including the same vesting conditions) as the original option or award (including, in the case of options, the same exercise price).

Each of the Assumed Plans has been amended, effective as of the Effective Time, to provide, among other things, for the appropriate substitution of Sensata-UK in place of Sensata-Netherlands and to ensure the Assumed Plans are compliant with English law in place of Dutch law. In addition, amendments to the 2010 Plan were adopted that, among other things, (i) allow for electronic award agreements, and (ii) impose additional limitations on the repricing of options and other awards without shareholder approval.

The foregoing summary of the amendments to the Assumed Plans does not purport to be complete and is qualified in its entirety by reference to the 2006 Plan and the 2010 Plan, as amended and restated effective as of the Effective Time, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and the terms of which are incorporated herein by reference.



Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Proposal, the articles of association of Sensata-UK (the “New Articles”) became effective as of the Effective Time. A description of the material terms of the New Articles is set forth in Item 8.01 of this Current Report on Form 8-K under the heading “Description of Sensata-UK Shares” and is incorporated herein by reference. Such summary of the New Articles is qualified in its entirety by reference to Exhibit 3.1 to this Current Report on Form 8-K.



Item 8.01	Other Events.

Successor Issuer

Following the Merger and by operation of Rule 12g-3(a) promulgated under the Exchange Act, Sensata-UK is the successor issuer to Sensata-Netherlands and has succeeded to the attributes of Sensata-Netherlands as the registrant. The Sensata-UK Shares are deemed to be registered under Section 12(b) of the Exchange Act, and Sensata-UK is subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. Sensata-UK hereby reports this succession in accordance with Rule 12g-3(f) promulgated under the Exchange Act.

Description of Sensata-UK Shares

General

The following information is a summary of the material terms of the Sensata-UK Shares, nominal value €0.01 per share, as specified in the New Articles.

Pursuant to the Merger Proposal, each Sensata-Netherlands Share (excluding shares held by Sensata-Netherlands and shares that were forfeited but not legally retired) was exchanged for one Sensata-UK Share. All of the Sensata-UK Shares issued as part of the Merger were issued fully paid and are not subject to any further calls or assessments by Sensata-UK.

There are no conversion rights or redemption provisions relating to any Sensata-UK Shares that were delivered in connection with the Merger. Under the laws of England and Wales, persons who are neither residents nor nationals of the UK may freely hold, vote and transfer the Sensata-UK Shares in the same manner and under the same terms as UK residents or nationals.

Dividends and Distribution

Following the completion of the Merger, Sensata-UK does not expect to declare or pay any dividends on the Sensata-UK Shares in the foreseeable future. Subject to the English Companies Act, the Sensata-UK shareholders may declare a final dividend by ordinary resolution (which must be recommended by the Sensata-UK Board), and the Sensata-UK Board may declare and pay interim dividends to shareholders, in accordance with their respective rights and interests in Sensata-UK. Dividends may be paid only out of “distributable reserves,” defined as “accumulated, realized profits, so far as not previously utilized by distribution or capitalization, less accumulated, realized losses, so far as not previously written off in a reduction or reorganization of capital.” Sensata-UK is not permitted to pay dividends out of share capital, which includes share premiums. Realized reserves are determined in accordance with generally accepted accounting principles at the time the relevant accounts are prepared. Sensata-UK will not be permitted to make a distribution if, at the time, the amount of its net assets is less than the aggregate of its issued and paid-up share capital and undistributable reserves or to the extent that the distribution will reduce the net assets below such amount. Sensata-UK is seeking to ensure that sufficient distributable reserves will be available to permit dividends, distributions or share repurchases following the Merger by undertaking a reduction of capital.

There are no fixed dates on which entitlement to dividends arise on any of the Sensata-UK Shares.

The directors may, with the prior authority of an ordinary resolution of the shareholders, decide that the payment of all or any part of a dividend be satisfied by transferring non-cash assets of equivalent value, including shares or securities in any company.

The New Articles also permit a scrip dividend scheme under which the directors may, with the prior authority of an ordinary resolution of Sensata-UK, allot to those holders of a particular class of shares who have elected to receive them, further shares of that class or Sensata-UK Shares, in either case credited as fully paid instead of cash, in respect of all or part of a dividend.

If a shareholder owes any money to Sensata-UK in respect of any shares in Sensata-UK, the Sensata-UK Board may deduct any of this money from any dividend on the relevant shares, or from other money payable by Sensata-UK in respect of these shares. Money deducted in this way may be used to pay the amount owed to Sensata-UK in respect of the relevant shares.

Unclaimed dividends and other amounts payable by Sensata-UK can be invested or otherwise used by directors for the benefit of Sensata-UK until they are claimed under the laws of England and Wales. All dividends remaining unclaimed for a period of twelve years after they first became due for payment will be forfeited and cease to be owing to the shareholder.

Voting Rights

The New Articles provide that, unless otherwise decided by the directors, a resolution put to the vote of a general meeting will be decided on a poll taken at the meeting. Subject to any rights or restrictions as to voting attached to any class of shares, every qualifying shareholder present and entitled to vote on the resolution has one vote for every Sensata-UK Share of which he, she or it is the holder.

In the case of joint holders, the vote of the senior holder who votes (or any proxy duly appointed by him, her or it) may be counted by Sensata-UK.

Amendment to the Articles of Association

Under the laws of England and Wales, the shareholders may amend the articles of association of a public limited company by special resolution (i.e. a resolution approved by the holders of at least 75% of the aggregate voting power of the outstanding Sensata-UK Shares that, being entitled to vote, vote on the resolution) at a general meeting.

The full text of the special resolution must be included in the notice of the meeting.

Winding Up

In the event of a voluntary winding up of Sensata-UK, the liquidator may, on obtaining any sanction required by law, divide among the shareholders the whole or any part of the assets of Sensata-UK, whether or not the assets consist of property of one kind or of different kinds and vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as the liquidator, with the like sanction, will determine.

The liquidator may not, however, distribute to a shareholder without his, her or its consent an asset to which there is attached a liability or potential liability for the owner.

Upon any such winding up, after payment or provision for payment of Sensata-UK’s debts and liabilities, the holders of Sensata-UK Shares (and any other shares in issue at the relevant time which rank equally with such shares) will share equally, on a share for share basis, in Sensata-UK’s assets remaining for distribution to the holders of Sensata-UK Shares.

Pre-emptive Rights and New Issues of Shares

Under the laws of England and Wales, the Sensata-UK Board is, with certain exceptions, unable to allot and issue securities without being authorized either by the shareholders in a general meeting or by an amendment to the New Articles. In addition, the laws of England and Wales require that any issuance of equity securities that are to be paid for wholly in cash must be offered first to the existing holders of equity securities in proportion to the respective nominal amounts (i.e. par values) of their holdings on the same or more favorable terms, unless a special resolution (i.e. a resolution approved by the holders of at least 75% of the aggregate voting power of the outstanding Sensata-UK Shares that, being entitled to vote, vote on the resolution) to the contrary has been passed in a general meeting of shareholders or the articles of association otherwise provide an exclusion from this requirement (which exclusion can be for a maximum of five years after which a further shareholder approval would be required to renew the exclusion). In this context, equity securities generally means shares other than shares which, with respect to dividends or capital, carry a right to participate only up to a specified amount in a distribution, which, in relation to Sensata-UK, will include the Sensata-UK Shares and all rights to subscribe for or convert securities into such shares.

The directors of Sensata-UK have been authorized by way of a shareholder resolution passed at a general meeting of Sensata-UK held on October 5, 2017, for a period to continue until Sensata-UK’s next annual general meeting, to (i) allot

shares in Sensata-UK, or to grant rights to subscribe for or to convert or exchange any security into shares in Sensata-UK up to an aggregate nominal amount (i.e., par value) of €570,768 (representing approximately one-third of the anticipated issued share capital of Sensata-UK immediately after completion of the Merger) and up to a further aggregate nominal amount of €570,768 (again, representing approximately one-third of the anticipated issued share capital of Sensata-UK immediately after completion of the Merger) in connection with an offer by way of rights issue, and (ii) exclude certain pre-emptive rights for the same period of time. The authorization will continue until Sensata-UK’s next annual general meeting and renewal of such authorization is expected to be sought annually thereafter.

The laws of England and Wales also prohibit an English company from issuing shares at a discount to nominal amount (i.e. par value) or for no consideration. If the shares are issued upon the lapse of restrictions or the vesting of any restricted stock award or any other share-based grant underlying any Sensata-UK Shares, the nominal amount (i.e. par value) of the shares must be paid up in accordance with the laws of England and Wales.

Disclosure of Interests in Shares

The laws of England and Wales give Sensata-UK the power to serve a notice requiring any person whom it knows has, or whom it has reasonable cause to believe has, or within the previous three years has had, any ownership interest in any Sensata-UK Shares to disclose specified information regarding those shares. Failure to provide the information requested within the prescribed period (or knowingly or recklessly providing false information) after the date the notice is sent can result in criminal or civil sanctions being imposed against the person in default.

Under the New Articles, if any shareholder, or any other person appearing to be interested in Sensata-UK Shares held by such shareholder, fails to give Sensata-UK the information required by the notice, then the Sensata-UK Board may withdraw voting and certain other rights, place restrictions on the rights to receive dividends and transfer such shares (including any shares allotted or issued after the date of the notice in respect of those shares).

Alteration of Share Capital; Repurchase of Shares

Subject to the provisions of the English Companies Act, and without prejudice to any relevant special rights attached to any class of shares, Sensata-UK may, from time to time:


•	increase its share capital by allotting and issuing new shares in accordance with the New Articles and any relevant shareholder resolution;


•	consolidate all or any of its share capital into shares of a larger nominal amount (i.e. par value) than the existing shares;


•	subdivide any of its shares into shares of a smaller nominal amount (i.e. par value) than its existing shares; or


•	redenominate its share capital or any class of share capital.

The laws of England and Wales prohibit Sensata-UK from purchasing its own shares unless such purchase has been approved by its shareholders. Shareholders may approve two different types of such share purchases: “on-market” purchases or “off-market” purchases. “On-market” purchases may be made only on a “recognised investment exchange,” which does not include the NYSE, which is the only exchange on which Sensata-UK’s shares will initially be traded. In order to purchase its own shares, Sensata-UK must therefore obtain shareholder approval for “off-market purchases.” This requires that Sensata-UK shareholders pass an ordinary resolution approving the terms of the contract pursuant to which the purchase(s) are to be made. Such approval may be for a specific purchase or constitute a general authority lasting for up to five years after the date of the resolution, and renewal of such approval for additional five-year terms may be sought more frequently. However, shares may be repurchased only out of distributable reserves or, subject to certain exceptions, the proceeds of a fresh issue of shares made for that purpose. An ordinary resolution, authorizing the repurchase of Sensata-UK Shares until Sensata-UK’s next annual general meeting, was adopted prior to the effective time of the Merger.

Transfer of Shares

The New Articles allow holders of Sensata-UK Shares to transfer all or any of their shares by instrument of transfer in writing in any usual form or in any other form which is permitted by the English Companies Act and is approved by the Sensata-UK Board. The instrument of transfer must be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid) by or on behalf of the transferee.

Sensata-UK (at its option) may or may not charge a fee for registering the transfer of a share or for making any other entry in the register. The Sensata-UK Board may, in its absolute discretion, refuse to register a transfer of shares to any person,

whether or not it is fully paid, or a share on which Sensata-UK has a lien. If the Sensata-UK Board refuses to register the transfer of a share, the instrument of transfer must be returned to the transferee as soon as practicable and in any event within two months after the date on which the transfer was lodged with Sensata-UK with the notice of refusal and reasons for refusal unless the Sensata-UK Board suspects that the proposed transfer may be fraudulent.

The Sensata-UK Board is authorized under the New Articles to establish such clearing and settlement procedures for the shares of Sensata-UK as the Sensata-UK Board deems fit from time to time.

General Meetings and Notices

An annual general meeting will be called by no less than 21 clear days’ notice (i.e. excluding the date of receipt or deemed receipt of the notice and the date of the meeting itself). All other general meetings will be called by no less than 14 clear days’ notice. At least seven clear days’ notice is required for any meeting adjourned for 28 days or more or for an indefinite period.

The notice of a general meeting will be given to the shareholders (other than any who, under the provisions of the New Articles or the terms of allotment or issue of shares, are not entitled to receive notice), to the Sensata-UK Board, to the beneficial owners nominated to enjoy information rights under the English Companies Act, and to the auditors. Under the laws of England and Wales, Sensata-UK is required to hold an annual general meeting of shareholders within six months after the day following the end of its fiscal year and, subject to the foregoing, the meeting may be held at a time and place determined by the Sensata-UK Board whether within or outside of the UK.

Under the laws of England and Wales, Sensata-UK must convene a general meeting once it has received requests to do so from shareholders representing at least 5% of the paid up share capital of the company as carries voting rights at general meetings (excluding any paid-up capital held as treasury shares). The directors must call the meeting requested by the shareholders within 21 days after the date on which they became subject to the requirement and the meeting must be held not more than 28 days after the date of the notice convening the meeting.

Quorum. The necessary quorum for a general shareholder meeting is a majority of shareholders entitled to vote present in person or by proxy at the meeting, save that if Sensata-UK has only one shareholder entitled to attend and vote at the general meeting, one shareholder present in person or by proxy at the meeting and entitled to vote is a quorum. If a meeting is adjourned for lack of quorum, the quorum of the adjourned meeting will be one shareholder present in person or by proxy.

Annual Accounts and Independent Auditor

Under the laws of England and Wales, a “quoted company,” which includes a company whose equity share capital is listed on the NYSE, must deliver to the Registrar of Companies a copy of:


•	the company’s annual accounts;


•	the directors’ remuneration report;


•	the directors’ report;


•	any separate corporate governance statement;


•	a strategic report; and


•	the auditor’s report on those accounts, the auditable part of the director’ remuneration report, the directors’ report, the strategic report and any separate corporate governance statement.

The annual accounts and reports must be presented to the shareholder at a general meeting (although no vote is required in respect of such documents). Copies of the annual accounts and reports must, unless a shareholder agrees to receive more limited information in accordance with the English Companies Act, be sent to shareholders, debenture holders and everyone entitled to receive notice of general meetings at least 21 days before the date of the meeting at which copies of the documents are to be presented. The laws of England and Wales allow a company to distribute such documents in electronic form or by means of a website, provided that the company’s articles of association contain provisions to that effect and individual consent (or deemed consent) has been obtained from each shareholder to receive such documents in electronic form or by means of a website. The New Articles provide that such documents may be distributed in electronic form or by means of a website.

Sensata-UK must appoint an independent auditor to make a report on the annual accounts of the company. The auditor is usually appointed by ordinary resolution at the general meeting of the company at which the company’s annual accounts are

laid. Directors can also appoint auditors at any time before the company’s first accounts meeting, after a period of exemption or to fill a casual vacancy.

The remuneration of an auditor is fixed by the members of the company by ordinary resolution or in a manner that the members may by ordinary resolution determine.

Liability of Sensata-UK and its Directors and Officers

Under the laws of England and Wales, any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. See “Comparison of Rights of Shareholders” for a discussion of the limits on an English company’s ability to exempt directors and officers from certain liabilities.

Insofar as indemnification of liabilities arising under the Securities Act may be permitted to members of the Sensata-UK Board, officers or persons controlling Sensata-UK pursuant to the foregoing provisions, Sensata-UK has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

Takeover Provisions

An English public limited company is potentially subject to the UK City Code on Takeovers and Mergers (the “Takeover Code”) if, among other factors, its place of central management and control is within the UK, the Channel Islands or the Isle of Man. The Panel on Takeovers and Mergers (the “Takeover Panel”) will generally look to the residency of a company’s directors to determine where it is centrally managed and controlled. Based upon Sensata-UK’s current and intended plans for its directors and management, the Takeover Code (as currently drafted) does not apply to Sensata-UK. However, it is possible that, in the future, circumstances could change that may cause the Takeover Code to apply to Sensata-UK.



Item 9.01	Financial Statements and Exhibits.

(d) Exhibits .



Exhibit No.		Description

2.1		Merger Proposal by the boards of directors of Sensata Technologies Holding N.V. and Sensata Technologies Holding plc (incorporated by reference to Annex A to the registration statement on Form S-4/A (File No. 333-220735) filed by Sensata Technologies Holding plc on December 22, 2017).

3.1*		Articles of Association of Sensata Technologies Holding plc

10.1*		Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan

10.2*		Sensata Technologies Holding plc Second Amended and Restated 2006 Management Option Plan

* Filed or furnished herewith.

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.



Date: March 28, 2018				SENSATA TECHNOLOGIES HOLDING PLC

				By: /s/ Martha Sullivan
				Name: Martha Sullivan
				Title: Director

CLIFFORD CHANCE LLP

INCORPORATED UNDER THE COMPANIES ACT 2006

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

SENSATA TECHNOLOGIES HOLDING PLC

Incorporated on 4 August 2017

Adopted by special resolution passed on 5 October 2017 with effect from 28 March 2018



Contents
Article		Page
PART 1 INTERPRETATION AND LIMITATION OF LIABILITY		5
1	Defined terms	5
2	Model articles or regulations not to apply	7
3	Liability of members	7
PART 2 DIRECTORS		7
DIRECTORS' POWERS AND RESPONSIBILITIES		7
4	Directors' general authority	7
5	Borrowing powers	8
6	Members' reserve power	8
7	Directors may delegate	8
8	Committees	9
DECISION MAKING BY DIRECTORS		9
9	Directors to take decisions collectively	9
10	Calling a directors' meeting	9
11	Participation in directors' meetings	9
12	Quorum for directors' meetings	10
13	Chairing directors' meetings	10
14	Voting at directors' meetings: general rules	10
DIRECTORS' INTERESTS		10
15	Directors' Interests	10
16	Directors' interests other than in relation to transactions or arrangements with the Company	10
17	Confidential information and attendance at directors' meetings	11
18	Declaration of interests in proposed or existing transactions or arrangements with the Company	12
19	Permitted transactions and arrangements notwithstanding interest	13
20	Remuneration and benefits	13
21	General voting and quorum requirements	13
22	Proposing directors' written resolutions	14
23	Adoption of directors' written resolutions	15
24	Directors' discretion to make further rules	15
APPOINTMENT OF DIRECTORS		15
25	Number of directors	15
26	Methods of appointing directors	15
27	Annual retirement of directors	17
28	Termination of director's appointment	17
29	Directors' fees	18
30	Directors' additional remuneration	19
31	Directors' pensions and other benefits	19
32	Remuneration of executive directors	19
33	Directors' expenses	20
PART 3 DECISION-MAKING BY MEMBERS		20
ORGANISATION OF GENERAL MEETINGS		20
34	Annual general meetings	20
35	Calling general meetings	20
36	Notice of general meetings	21



37	Member Proposed Resolutions at Annual General Meetings	22
38	Attendance and speaking at general meetings	22
39	Meeting security	22
40	Quorum for general meetings	22
41	Chairing general meetings	23
42	Conduct of meeting	23
43	Attendance and speaking by directors and non members	24
44	Dissolution and adjournment if quorum not present	24
45	Adjournment if quorum present	24
46	Notice of adjourned meeting	25
47	Business at adjourned meeting	25
VOTING AT GENERAL MEETINGS		25
48	Voting: general	25
49	Errors and disputes	26
50	Procedure on a poll	26
51	Appointment of proxy	26
52	Content of proxy notices	27
53	Delivery of proxy notices	27
54	Corporate representatives	28
55	Termination of authority	28
56	Amendments to resolutions	28
RESTRICTIONS ON MEMBERS' RIGHTS		29
57	No voting of shares on which money owed to company	29
APPLICATION OF RULES TO CLASS MEETINGS AND RIGHTS		29
58	Variation of class rights	29
59	Failure to disclose interests in shares	30
PART 4 SHARES AND DISTRIBUTIONS ISSUE OF SHARES		31
60	Allotment	31
61	Powers to issue different classes of share	32
62	Rights and restrictions attaching to shares	32
63	Payment of commissions on subscription for shares	33
INTERESTS IN SHARES		33
64	Company not bound by less than absolute interests	33
SHARE CERTIFICATES		34
65	Certificates to be issued except in certain cases	34
66	Contents and execution of certificates	34
67	Consolidated certificates	34
68	Replacement certificates	35
PARTLY PAID SHARES		35
69	Company's lien over partly paid shares	35
70	Enforcement of the company's lien	36
71	Call notices	37
72	Liability to pay calls	37
73	When call notice need not be issued	38
74	Failure to comply with call notice: automatic consequences	38
75	Payment of uncalled amount in advance	38
76	Notice of intended forfeiture	39
77	Directors' power to forfeit shares	39
78	Effect of forfeiture	39
79	Procedure following forfeiture	40



80	Surrender of shares	41
UNTRACED SHAREHOLDERS		41
81	Power of sale	41
82	Application of proceeds of sale	42
TRANSFERS AND TRANSMISSION OF SHARES		42
83	Transfers of shares	42
84	TRANSFERS OF UNCERTIFICATED SHARES	43
85	Transmission of shares	43
86	Transmittees' rights	43
87	Exercise of transmittees' rights	44
88	Transmittees bound by prior notices	44
CONSOLIDATION/DIVISION OF SHARES		44
89	Procedure for disposing of fractions of shares	44
DISTRIBUTIONS		45
90	Procedure for declaring dividends	45
91	Calculation of dividends	46
92	Payment of dividends and other distributions	46
93	Deductions from distributions in respect of sums owed to the company	48
94	No interest on distributions	48
95	Unclaimed distributions	48
96	Non cash distributions	49
97	Waiver of distributions	49
98	Scrip dividends	49
CAPITALISATION OF PROFITS AND RESERVES		51
99	Authority to capitalise and appropriation of capitalised sums	51
100	Record dates	52
PART 5 MISCELLANEOUS PROVISIONS COMMUNICATIONS		52
COMMUNICATIONS		52
101	Means of communication to be used	52
102	Loss of entitlement to notices	54
ADMINISTRATIVE ARRANGEMENTS		54
103	Secretary	54
104	Change of name	54
105	Authentication of documents	54
106	Company seals	55
107	Records of proceedings	55
108	Destruction of documents	56
109	Accounts	56
110	Provision for employees on cessation of business	57
111	Winding up of the company	57
DIRECTORS' INDEMNITY AND INSURANCE		58
112	Indemnity of officers and funding directors' defence costs	58
113	Insurance	59

PART 1

INTERPRETATION AND LIMITATION OF LIABILITY


1.	DEFINED TERMS


1.1	In the articles, unless the context requires otherwise:

" Act " means the Companies Act 2006;

" articles " means the Company's articles of association;

" auditors " means the auditors from time to time of the Company;

" bankruptcy " includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

" business day " means a day (not being a Saturday or Sunday) on which clearing banks are open for business in London and New York;

" call " has the meaning given in article 71.1;

" call notice " has the meaning given in article 71.1;

" certificate " means a paper certificate evidencing a person's title to specified shares or other securities;

" certificated " in relation to a share, means that it is not an uncertificated share;

" chairman " means the person appointed to that role pursuant to article 13.1;

" chairman of the meeting " has the meaning given in article 41.4;

" clear days " means, in relation to a period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

" company " includes any body corporate (not being a corporation sole) or association of persons, whether or not a company within the meaning of the Act;

" Company " means Sensata Technologies Holding plc, a public limited company incorporated in England and Wales (registered number 10900776);

" Companies Acts " means the Companies Acts (as defined in section 2 of the Act), in so far as they apply to the Company;

" company's lien " has the meaning given in article 69.1;

" corporate representative " has the meaning given in article 54.1;

" director " means a director of the Company, and includes any person occupying the position of director, by whatever name called;

" distribution recipient " has the meaning given in article 92.5;

" document " includes, unless otherwise specified, any document sent or supplied in electronic form;

" FSMA " means the Financial Services and Markets Act 2000;

" fully paid " in relation to a share, means that the nominal value and any premium to be paid to the Company in respect of that share has been paid to the Company;

" Group " means the Company and its subsidiaries and subsidiary undertakings from time to time;

" holder " in relation to a share means the person whose name is entered in the register of members as the holder of that share;

" instrument " means a document in hard copy form;

" lien enforcement notice " has the meaning given in article 70;

" member " means a member of the Company;

" Model Articles " means the model articles for public companies limited by shares contained in Schedule 3 of the Companies (Model Articles) Regulations 2008 (SI 2009/3229) as amended prior to the date on which the Company was incorporated;

" Non-Voting Redeemable Shares " means the non-voting redeemable shares of EUR 1.00 each in the capital of the Company, having the rights and restrictions set out in article 62;

" Ordinary Shares " mean ordinary shares in the capital of the Company, having the rights and restrictions set out in article 62;

" paid " and " paid up " mean paid or credited as paid;

" participate ", in relation to a directors' meeting, has the meaning given in article 11.1 and " participating director " shall be construed accordingly;

" partly paid " in relation to a share means that part of that share's nominal value and any premium at which it was issued which has not been paid to the Company;

" proxy notice " has the meaning given in article 52.1;

" qualifying person " means an individual who is a member of the Company, a corporate representative in relation to a meeting or a person appointed as proxy of a member in relation to a meeting;

" register " means the register of members of the Company kept under section 113 of the Act and, where the context requires, any register maintained by the Company of persons holding any renounceable right of allotment of a share;

" seal " means the common seal of the Company or any official or securities seal that the Company may have or may be permitted to have under the Act;

" secretary " means the secretary of the Company and includes any joint, assistant or deputy secretary and a person appointed by the directors to perform the duties of the secretary;

" senior holder " means, in the case of a share held by two or more joint holders, whichever of them is named first in the register;

" shares " means shares in the Company;

" subsidiary undertaking " or " parent undertaking " is to be construed in accordance with section 1162 (and Schedule 7) of the Act and for the purposes of this definition, a subsidiary undertaking shall include any person the shares or ownership interests in which are subject to security and where the legal title to the shares or ownership interests so secured are registered in the name of the secured party or its nominee pursuant to such security;

" transmittee " means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law;

" uncertificated " means, in relation to a share, a share title to which is recorded in the register as being held in uncertificated form;

" writing " means the representation or reproduction of words, symbols or other information in a visible form

by any method or combination of methods, whether sent or supplied in electronic form or otherwise.


1.2	Unless the context requires otherwise, words or expressions contained in these articles bear the same meaning given by the Act as it is in force when the articles are adopted.


1.3	Where an ordinary resolution of the Company is expressed to be required for any purpose, a special resolution is also effective for that purpose.


1.4	References to a " meeting " shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.


1.5	The headings in the articles do not affect their interpretation.


1.6	References to any statutory provision or statute include all modifications and re-enactments (with or without modification) to such provision or statute and all subordinate legislation made under any such provision or statute, in each case for the time being in force. This article 1.6 does not affect the interpretation of article 1.2.


1.7	The ejusdem generis principle of construction shall not apply. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words.


1.8	In the articles, words importing one gender shall include each gender and a reference to a "spouse" shall include a reference to a civil partner under the Civil Partnership Act 2004.


2.	MODEL ARTICLES OR REGULATIONS NOT TO APPLY

No model articles or regulations contained in any statute or subordinate legislation, including those contained in the Model Articles, apply as the articles of association of the Company.


3.	LIABILITY OF MEMBERS

The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

PART 2

DIRECTORS

DIRECTORS' POWERS AND RESPONSIBILITIES


4.	DIRECTORS' GENERAL AUTHORITY


4.1	Subject to the Act and the articles, the directors are responsible for the management of the Company's business, for which purpose they may exercise all the powers of the Company whether relating to the management of the business or not.


4.2	No alteration of the articles invalidates anything which the directors have done before the alteration.


4.3	The provisions of the articles giving specific powers to the directors do not limit the general powers given by this article 4.


4.4	The directors can appoint a person (not being a director) to an office having the title including the word "director" or attach such a title to an existing office. The directors can also terminate the appointment or use of that title. Even though a person's title includes "director", this does not imply that they are (or are

deemed to be) directors of the Company or that they can act as a director as a result of having such a title or be treated as a director of the Company for any of the purposes of the Act or the articles.


4.5	The directors may in their discretion exercise (or cause to be exercised) the powers conferred by shares of another company held (or owned) by the Company or a power of appointment to be exercised by the Company (including the exercise of the voting power or power of appointment in favour of the appointment of a director as an officer or employee of that company).


4.6	Subject to the Act, the directors may exercise the powers of the Company regarding keeping an overseas, local or other register and may make and vary regulations as they think fit concerning the keeping of such a register.


5.	BORROWING POWERS

The directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or part of the undertaking, property and assets (present or future) and uncalled capital of the Company and, subject to the Act, to issue debentures and other securities, whether outright or as collateral security for a debt, liability or obligation of the Company or of a third party.


6.	MEMBERS' RESERVE POWER


6.1	The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.


6.2	No such special resolution invalidates anything that the directors have done before that resolution is passed.


7.	DIRECTORS MAY DELEGATE


7.1	Subject to the articles, the directors may delegate any of their powers, authorities and discretions:


7.1.1	to such person or committee;


7.1.2	by such means (including by power of attorney);


7.1.3	to such an extent;


7.1.4	in relation to such matters or territories; and


7.1.5	on such terms and conditions;

as they think fit.


7.2	If the directors so specify, any such delegation may authorise further delegation of the directors' powers, authorities and discretions by any person to whom they are delegated.


7.3	If the directors delegate under article 7.1, they may retain or exclude the right to exercise the delegated powers, authorities and discretions together with that person or committee.


7.4	Where a provision in the articles refers to the exercise of a power, authority or discretion by the directors and that power, authority or discretion has been delegated by the directors to a person or a committee under article 7.1, the provision shall be construed as permitting the exercise of the power, authority or discretion by that person or committee.


7.5	The directors may revoke any delegation in whole or part, or alter its terms and conditions.


8.	COMMITTEES


8.1	Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

DECISION-MAKING BY DIRECTORS


9.	DIRECTORS TO TAKE DECISIONS COLLECTIVELY


9.1	Decisions of the directors may be taken:


9.1.1	at a directors' meeting; or


9.1.2	in the form of a directors' written resolution.


10.	CALLING A DIRECTORS' MEETING


10.1	Any director may call a directors' meeting.


10.2	The secretary must call a directors' meeting if a director so requests.


10.3	A directors' meeting is called by giving notice of the meeting to the directors.


10.4	Notice of any directors' meeting must indicate:


10.4.1	its proposed date and time;


10.4.2	where it is to take place; and


10.4.3	if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.


10.5	Notice of a directors' meeting must be given to each director, but need not be in writing.


10.6	Notice of a directors' meeting need not be given to a director who waives his entitlement to notice of that meeting, by giving notice to that effect to the Company at any time before or after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.


11.	PARTICIPATION IN DIRECTORS' MEETINGS


11.1	Subject to the articles, directors " participate " in a directors' meeting, or part of a directors' meeting, when:


11.1.1	the meeting has been called and takes place in accordance with the articles; and


11.1.2	they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.


11.2	In determining whether a director is participating in a directors' meeting, it is irrelevant where the director is or how he communicates with the others.


11.3	If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.


12.	QUORUM FOR DIRECTORS' MEETINGS


12.1	At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.


12.2	The quorum for directors' meetings may be fixed from time to time by a decision of the directors and unless otherwise fixed is a majority of the directors then in office.


13.	CHAIRING DIRECTORS' MEETINGS


13.1	The directors may appoint a director to chair their meetings.


13.2	The directors may appoint other directors as vice, deputy or assistant chairmen to chair directors' meetings in the chairman's absence.


13.3	The directors may terminate the appointment of the chairman, vice, deputy or assistant chairman at any time.


13.4	If neither the chairman nor any director appointed generally to chair directors' meetings in the chairman's absence is participating in a meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of their number to chair it.


14.	VOTING AT DIRECTORS' MEETINGS: GENERAL RULES


14.1	Subject to the articles, a decision is taken at a directors' meeting by a majority of the votes of the participating directors.


14.2	Subject to the articles, each director participating in a directors' meeting has one vote.

DIRECTORS' INTERESTS


15.	DIRECTORS' INTERESTS

A director shall be authorised for the purposes of section 175 of the Act to act or continue to act as a director of the Company notwithstanding that at the time of his appointment or subsequently he also holds office as a director of, or holds any other office, employment or engagement with, any other member of the Group.


16.	DIRECTORS' INTERESTS OTHER THAN IN RELATION TO TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY


16.1	The directors may authorise any matter proposed to them which would, if not so authorised, involve a breach of duty by a director under section 175 of the Act.


16.2	Any authorisation under article 16.1 will be effective only if:


16.2.1	any requirement as to the quorum at the meeting or part of the meeting at which the matter is considered is met without counting the director in question or any other director interested in the

matter under consideration; and


16.2.2	the matter was agreed to without such directors voting or would have been agreed to if such directors' votes had not been counted.


16.3	The directors may give any authorisation under article 16.1 upon such terms and conditions as they think fit. The directors may vary or terminate any such authorisation at any time.


16.4	For the purposes of articles 15 to 21 a conflict of interest includes a conflict of interest and duty and a conflict of duties, and "interest" includes both direct and indirect interests.


17.	CONFIDENTIAL INFORMATION AND ATTENDANCE AT DIRECTORS' MEETINGS


17.1	A director shall be under no duty to the Company with respect to any information which he obtains or has obtained otherwise than as a director of the Company and in respect of which he owes a duty of confidentiality to another person. In particular the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he:


17.1.1	fails to disclose any such information to the directors or to any director or other officer or employee of the Company; and/or


17.1.2	does not use or apply any such information in performing his duties as a director of the Company.

However, to the extent that his relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this article 17.1 applies only if the existence of that relationship has been authorised by the directors under article 16.1 (subject, in any such case, to any terms and conditions upon which such authorisation was given).


17.2	Where the existence of a director's relationship with another person has been authorised by the directors under article 16.1 and his relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he:


17.2.1	absents himself from meetings of the directors or a committee of directors (or the relevant portions thereof) at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or


17.2.2	makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser on his behalf,

for so long as he reasonably believes such conflict of interest (or possible conflict of interest) subsists.


17.3	The provisions of articles 17.1 and 17.2 are without prejudice to any equitable principle or rule of law which may excuse the director from:


17.3.1	disclosing information, in circumstances where disclosure would otherwise be required under these articles; and/or


17.3.2	attending meetings or discussions or receiving documents and information as referred to in

article 17.2, in circumstances where such attendance or receiving such documents and information would otherwise be required under these articles.


18.	DECLARATION OF INTERESTS IN PROPOSED OR EXISTING TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY


18.1	A director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company must declare the nature and extent of his interest to the other directors before the Company enters into the transaction or arrangement.


18.2	A director who is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the Company must declare the nature and extent of his interest to the other directors as soon as is reasonably practicable, unless the interest has already been declared under article 18.1.


18.3	Any declaration required by article 18.1 may (but need not) be made:


18.3.1	at a meeting of the directors;


18.3.2	by notice in writing in accordance with section 184 of the Act; or


18.3.3	by general notice in accordance with section 185 of the Act.


18.4	Any declaration required by article 18.2 must be made:


18.4.1	at a meeting of the directors;


18.4.2	by notice in writing in accordance with section 184 of the Act; or


18.4.3	by general notice in accordance with section 185 of the Act.


18.5	If a declaration made under article 18.1 or 18.2 above proves to be, or becomes, inaccurate or incomplete, a further declaration must be made under article 18.1 or

18.2 as appropriate.


18.6	A director need not declare an interest under this article 18.6 or article 19.1:


18.6.1	if it cannot reasonably be regarded as likely to give rise to a conflict of interest;


18.6.2	if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware);


18.6.3	if, or to the extent that, it concerns terms of his service contract that have been or are to be considered by a meeting of the directors or by a committee of the directors appointed for the purpose under these articles; or


18.6.4	if the director is not aware of his interest or is not aware of the transaction or arrangement in question (and for this purpose a director is treated as being aware of matters of which he ought reasonably to be aware).


19.	PERMITTED TRANSACTIONS AND ARRANGEMENTS NOTWITHSTANDING INTEREST


19.1	Subject to the Act and provided that he has declared to the directors the nature and extent of his interest to the other directors (unless the interest falls within article 18.6), a director notwithstanding his office:


19.1.1	may be a party to, or otherwise be interested in, any transaction or arrangement with the Company or in which the Company is directly or indirectly interested;


19.1.2	may act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor), and in any such case on such terms as to remuneration and otherwise as the directors may decide; or


19.1.3	may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise be interested in, any body corporate in which the Company is directly or indirectly interested,

and such matters are authorised for the purposes of section 175 of the Act (where applicable).


20.	REMUNERATION AND BENEFITS


20.1	A director shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate:


20.1.1	the acceptance, entry into or existence of which is authorised by the directors under article 16.1 (subject, in any such case, to any terms and conditions upon which such authorisation was given); or


20.1.2	which he is permitted to hold or enter into by virtue of article 19 or otherwise under these articles,

nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. No transaction or arrangement authorised or permitted under articles 16.1 or 19 or otherwise under these articles shall be liable to be avoided on the ground of any such interest or benefit.


21.	GENERAL VOTING AND QUORUM REQUIREMENTS

21.1

Save as otherwise provided by these articles, a director shall not vote on or be counted in the quorum in relation to a resolution of the directors or committee of the directors concerning a matter in which he has a direct or indirect interest which is, to his knowledge, a material interest (otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise in or through the Company), but this prohibition does not apply to a resolution concerning any of the following matters:


21.1.1	the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;


21.1.2	the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the director has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security;


21.1.3	a transaction or arrangement concerning an offer of shares, debentures or other securities of the

Company or any of its subsidiary undertakings for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

21.1.4

a transaction or arrangement to which the Company is or is to be a party concerning another company (including a subsidiary undertaking of the Company) in which he or any person connected with him is interested (directly or indirectly) whether as an officer, shareholder, creditor or otherwise (a " relevant company "), if he and any persons connected with him do not to his knowledge hold an interest in shares (as that term is used in sections 820 to 825 of the Act) representing one per cent. or more of either any class of the equity share capital (excluding any shares of that class held as treasury shares) in the relevant company or of the voting rights available to members of the relevant company;


21.1.5	a transaction or arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings (including any pension fund or retirement, death or disability scheme) which does not award him a privilege or benefit not generally awarded to the employees to whom it relates; or


21.1.6	a transaction or arrangement concerning the purchase or maintenance of any insurance policy for the benefit of directors or for the benefit of persons including directors.

21.2

A director shall not vote on or be counted in the quorum in relation to a resolution of the directors or committee of the directors concerning his own appointment (including fixing or varying the terms of his appointment or its termination) as the holder of an office or place of profit with the Company or any body corporate in which the Company is directly or indirectly interested. Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment or its termination) of two or more directors to offices or places of profit with the Company or a body corporate in which the Company is directly or indirectly interested, such proposals may be divided and a separate resolution considered in relation to each director. In that case, each of the directors concerned (if not otherwise debarred from voting under article 21) is entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

21.3

If a question arises at a meeting as to the materiality of a director's interest (other than the interest of the chairman of the meeting) or as to the entitlement of a director (other than the chairman) to vote or be counted in a quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be referred to the chairman and his ruling in relation to the director concerned is conclusive and binding on all concerned.

21.4

If a question arises at a meeting as to the materiality of the interest of the chairman of the meeting or as to the entitlement of the chairman to vote or be counted in a quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be decided by resolution of the directors or committee members present at the meeting (excluding the chairman) whose majority vote is conclusive and binding on all concerned.


21.5	The Company may by ordinary resolution suspend or relax the provisions of articles 15 to 21 to any extent. Subject to the Act, the Company may by ordinary resolution ratify any transaction or arrangement not properly authorised by reason of a contravention of articles 15 to 21.


22.	PROPOSING DIRECTORS' WRITTEN RESOLUTIONS


22.1	Any director may propose a directors' written resolution.


22.2	The secretary must propose a directors' written resolution if a director so requests.


22.3	A directors' written resolution is proposed by giving written notice of the proposed resolution to each director.


22.4	Notice of a proposed directors' written resolution must indicate:


22.4.1	the proposed resolution;


22.4.2	the time by which it is proposed that the directors should adopt it; and


22.4.3	the manner in which directors can indicate their agreement in writing to it, for the purposes of article 23.


23.	ADOPTION OF DIRECTORS' WRITTEN RESOLUTIONS

23.1

A proposed directors' written resolution is adopted when all directors who would have been entitled to vote on the resolution at a directors' meeting or committee meeting have signed one or more copies of it, or have otherwise indicated their agreement in writing to it (which may include by electronic means) provided that those directors would have formed a quorum at such a meeting. A director indicates his agreement in writing to a proposed directors' written resolution when the Company receives from him an authenticated document identifying the resolution to which it relates and indicating the director's agreement to the resolution, in accordance with section 1146 of the Act. Once a director has so indicated his agreement, it may not be revoked.


23.2	It is immaterial whether any director signs the resolution or otherwise indicates his agreement in writing to it before or after the time by which the notice proposed that it should be adopted.


23.3	Once a directors' written resolution has been adopted, it must be treated as if it had been a decision taken at a directors' meeting or committee meeting in accordance with the articles.


24.	DIRECTORS' DISCRETION TO MAKE FURTHER RULES

Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

APPOINTMENT OF DIRECTORS


25.	NUMBER OF DIRECTORS


25.1	Unless and until otherwise decided by the Company by ordinary resolution the number of directors must not be less than eight and must not be more than twelve.


25.2	The composition of the board and, if applicable, each director, shall satisfy the requirements of applicable law and any securities exchange on which the Company's securities are listed.


26.	METHODS OF APPOINTING DIRECTORS


26.1	Subject to the articles, any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director:


26.1.1	by ordinary resolution;


26.1.2	at a general meeting called under article 35.4; or


26.1.3	by a decision of the directors.


26.2	A director appointed under article 26.1.3 must retire at the conclusion of the next annual general meeting after his appointment unless he is reappointed during that meeting.


26.3	Subject to the Act, the directors may appoint one or more directors to hold an executive office with the Company for such term and on such other terms and conditions as (subject to the Act) the directors think fit. The directors may revoke or terminate an appointment, without prejudice to a claim for damages for breach of the contract of service between the director and the Company or otherwise.


26.4	Subject to the Act, the directors may enter into an agreement or arrangement with any director for the provision of any services outside the scope of the ordinary duties of a director. Any such agreement or arrangement may be made on such terms and

conditions as (subject to the Act) the directors think fit and (without prejudice to any other provision of the articles) they may remunerate any such director for such services as they think fit.


26.5	The only persons who can be elected or, as the case may be, re-elected directors at a general meeting are the following:


26.5.1	a director who is retiring at the meeting;


26.5.2	a person who is recommended by the directors;


26.5.3	a person who has been proposed by a member (other than the person to be proposed) who is entitled to attend and to vote at the meeting. The proposing member must provide written notice that he intends to propose the person for election and the notice must:


(a)	be delivered at least seven days before the date of the meeting;

(b)

state the particulars which would be required to be included in the register of directors if the proposed director were appointed (or reappointed), as well as all information required to be disclosed in a proxy statement or other filings required to be made under any applicable laws and any rules governing the listing of securities on any stock exchange on which any shares of the Company are listed or traded; and


(c)	be accompanied by notice given by proposed director of his willingness to be appointed (or reappointed).


26.6	A resolution for the appointment of two or more persons as directors by a single resolution is void unless a resolution that the resolution for appointment is proposed in this way has first been proposed by the meeting without a vote being given against it.


26.7	A director need not be a member.


26.8	All acts done by:


26.8.1	a meeting of the directors;


26.8.2	a meeting of a committee of the directors;


26.8.3	written resolution of the directors; or


26.8.4	a person acting as a director or a committee member,

shall be valid notwithstanding that it is discovered afterwards that there was a defect in the appointment of a person or persons acting or that any of them were disqualified from holding office, had ceased to hold office or were not entitled to vote on the matter in question.


27.	ANNUAL RETIREMENT OF DIRECTORS


27.1	At the end of each annual general meeting held after the adoption of these articles all the directors shall retire from office unless appointed or reappointed at the meeting.


27.2	A director who retires at an annual general meeting can be reappointed by members. Subject to articles 27.4 and 27.5, if he is not reappointed (or deemed to be reappointed), he may remain a director until the meeting appoints someone in his place or, if it does not appoint anyone, until the end of the meeting.


27.3	Subject to articles 27.4 and 27.5, if the Company does not fill the vacancy of a director who retires at an annual general meeting, the retiring director (if willing) will be deemed reappointed unless:


27.3.1	it is expressly resolved not to fill the vacancy; or


27.3.2	a resolution for reappointment of the director is put to the meeting and lost.


27.4	If:


27.4.1	any resolution or resolutions for the appointment or reappointment of the persons eligible for appointment or reappointment as directors are put to the annual general meeting and lost; and


27.4.2	at the end of that meeting the number of directors is fewer than any minimum number of directors required under article 25, all retiring directors who stood for reappointment at that meeting (the " retiring directors ") shall be deemed to have been reappointed as directors and shall remain in office, but the retiring directors:


(a)	may only act for the purposes of filling vacancies and convening general meetings of the Company and may only perform such duties as are appropriate to maintain the Company as a going concern and to comply with the Company's legal and regulatory obligations; and


(b)	shall convene a general meeting as soon as reasonably practical following the meeting referred to in article 27.4.1 and they shall retire from office at that meeting if the number of directors appointed or ratified by the Company at that meeting is equal to or more than the minimum number of directors required under article 25.


27.5	If at the end of the general meeting convened under article 27.4.2 the number of directors is fewer than any minimum number of directors required under article 25, the provisions of article 27.4 shall also apply in respect of such meeting.


27.6	Subject to the Act, a person can be appointed (or remain) a director regardless of his age.


28.	TERMINATION OF DIRECTOR'S APPOINTMENT


28.1	In addition to any power of removal under the Act, the Company can by ordinary resolution remove a director even though his time in office has not ended (without

prejudice to a claim for damages for breach of contract or otherwise) and, subject to the articles, by ordinary resolution appoint a person to replace a director who has been removed in this way. A person appointed

under this article to replace a director who has been removed, will be due to retire when the director he replaces would have been due to retire.


28.2	A person ceases to be a director as soon as:


28.2.1	the period expires, if he has been appointed for a fixed period;


28.2.2	he ceases to be a director by virtue of any provision of the Act, is removed from office under the articles or is prohibited from being a director by law;


28.2.3	a bankruptcy order is made against him;


28.2.4	a composition is made with his creditors generally in satisfaction of his debts;


28.2.5	a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months and the directors resolve that he cease to be a director;


28.2.6	by reason of his mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have and the directors resolve that he cease to be a director;


28.2.7	he is absent, without the permission of the directors, from directors' meetings for six consecutive months and the directors resolve that he cease to be a director;


28.2.8	he is removed from office by notice addressed to him at his last-known address and signed by all his co-directors (without prejudice to a claim for damages for breach of contract or otherwise); or


28.2.9	notification is received by the Company from the director that the director is resigning from office as director, and such resignation has taken effect in accordance with its terms.


28.3	A resolution of the directors declaring a director to have ceased to be a director under the terms of this article is conclusive as to the fact and grounds of cessation stated in the resolution.


28.4	If a director ceases to be a director for any reason, he shall cease to be a member of any committee of the directors.


29.	DIRECTORS' FEES


29.1	Directors may undertake any services for the Company that the directors decide.


29.2	Unless otherwise determined by ordinary resolution, directors are entitled for their services to such total fees as the directors determine. But the total fees paid to directors must not exceed any sum decided by ordinary resolution.

29.3

The total fees will be divided among the directors in the proportions that the directors decide. If no decision is made, the total fees will be divided equally. A fee payable under this article 29.2 is distinct from any salary, remuneration or other amount payable to a director under the articles or otherwise. Unless the directors determine otherwise, a fee payable under this article 29.2 accrues from day to day.


29.4	Subject to the Act and the articles, directors' fees may be payable in any form and, in particular, the directors may arrange for part of a fee payable under this article 29 to be provided in the form of fully

paid shares of the Company. The amount of the fee payable in this way is at the directors' discretion. The amount of the fee will be applied to purchase or subscribe for shares on behalf of the director.


29.5	Unless the directors decide otherwise, a director is not accountable to the Company for any remuneration which he receives as a director or other officer or employee of the Company's subsidiary undertakings or of any other body corporate in which the Company is interested.


30.	DIRECTORS' ADDITIONAL REMUNERATION


30.1	The directors can pay additional remuneration (whether by way of salary, percentage of profits or otherwise) and expenses to any director who at the request of the directors:


30.1.1	makes a special journey for the Company;


30.1.2	performs a special service for the Company; or


30.1.3	works abroad in connection with the Company's business.


31.	DIRECTORS' PENSIONS AND OTHER BENEFITS


31.1	The directors may decide whether to pay or provide (by insurance or otherwise):


31.1.1	pensions, retirement or superannuation benefits;


31.1.2	death, sickness or disability benefits;


31.1.3	gratuities; or


31.1.4	other allowances,

to any person who is or who was a director of:


31.1.5	the Company;


31.1.6	a subsidiary undertaking of the Company;


31.1.7	any company which is or was allied to or associated with the Company or any of its subsidiary undertakings; or


31.1.8	a predecessor in business of the Company or any of its subsidiary undertakings,

or to a member of his family including a spouse, former spouse or a person who is (or was) dependent on him.


31.2	For the purpose of article 31.1, the directors may establish, maintain, subscribe and contribute to any scheme trust or fund and pay premiums. The directors may arrange for this to be done either by the Company alone or in conjunction with another person.


32.	REMUNERATION OF EXECUTIVE DIRECTORS


32.1	The salary or remuneration of a director appointed to hold employment or executive office in accordance with these articles may be:


32.1.1	a fixed sum;


32.1.2	wholly or partly governed by business done or profits made; or


32.1.3	as the directors decide.

This salary or remuneration may be in addition to or instead of a fee payable to him for his services as a director under these articles.


33.	DIRECTORS' EXPENSES


33.1	The Company may repay any reasonable travelling, hotel and other expenses which a director properly incurs in performing his duties as director in connection with his attendance at:


33.1.1	directors' meetings;


33.1.2	committee meetings;


33.1.3	general meetings; or


33.1.4	separate meetings of the holders of any class of shares or of debentures of the Company,

or otherwise in connection with the exercise of their powers and the discharge of his responsibilities in relation to the Company.


33.2	Subject to the Act, the directors may make arrangements to provide a director with funds to meet expenditure incurred (or to be incurred) by him for the purposes of:


33.2.1	the Company;


33.2.2	enabling him to properly perform his duties as an officer of the Company; or


33.2.3	enabling him to avoid incurring any such expenditure.

PART 3

DECISION-MAKING BY MEMBERS

ORGANISATION OF GENERAL MEETINGS


34.	ANNUAL GENERAL MEETINGS


34.1	Subject to the Act, the Company must hold an annual general meeting in each period of six months beginning with the day following its accounting reference date (in addition to any other general meeting held in that period).


34.2	The directors may decide where and when to hold annual general meetings.


35.	CALLING GENERAL MEETINGS


35.1	The directors may call a general meeting whenever they think fit.


35.2	On the requirement of members under the Act, the directors must call a general meeting:


35.2.1	within 21 days from the date on which the directors become subject to the requirement; and


35.2.2	to be held on a date not more than 28 days after the date of the notice calling the meeting.


35.3	At a general meeting called by a requisition (or by requisitionists), no business may be transacted except that stated by the requisition or proposed by the directors.


35.4	A general meeting may also be called under this article 35.4. if:


35.4.1	the Company has fewer than two directors; and


35.4.2	the director (if any) is unable or unwilling to appoint sufficient directors to make up a quorum or to call a general meeting to do so,

then two or more members may call a general meeting (or instruct the secretary to do so) for the purpose of appointing one or more directors.


36.	NOTICE OF GENERAL MEETINGS


36.1	At least 21 clear days' notice must be given to call an annual general meeting. Subject to the Act, at least 14 clear days' notice must be given to call all other general meetings.


36.2	Notice of a general meeting must be given to:


36.2.1	the members (other than any who, under the provisions of the articles or the terms of allotment or issue of shares, are not entitled to receive notice);


36.2.2	the directors;


36.2.3	beneficial owners nominated to enjoy information rights under the Act; and


36.2.4	the auditors.


36.3	The directors may decide that persons entitled to receive notices of a general meeting are those on the register at the close of business on a day the directors decide


36.4	Subject to the Act and other applicable rules, the directors my decide that persons entitled to attend or vote at a general meeting are those on the register at the close of business on a day chosen by the directors.


36.5	The accidental omission to give notice of a general meeting or to send, supply or make available any document or information relating to a meeting to, or the non receipt of any such notice, document or information by, a person entitled to receive any such notice, document or information will not invalidate the proceedings at that meeting.

36.6

Subject to the Act, if the directors decide that it is impractical or unreasonable for any reason to hold a general meeting at the time, date or place set out in the notice for calling the meeting, they can move or postpone the meeting (or both). Subject to the Act, and any other applicable rules, if the directors do this, an announcement of the time, date and place of the re-arranged meeting will, if practical, be published on the Company's website. Notice of the business of the meeting does not need to be given again. The directors must take reasonable steps to ensure that any member trying to attend the meeting at the original time, date and/or place is informed of the new arrangements. If a meeting is re-arranged in this

way, proxy forms can be delivered as specified in article 53. The directors can also move or postpone (or both) the re-arranged meeting under this article.


37.	MEMBER PROPOSED RESOLUTIONS AT ANNUAL GENERAL MEETINGS


37.1	Subject to the Act, members representing the threshold required under the Act may require the Company to include a resolution at the annual general meeting provided that such resolution has been received by the Company not later than:


37.1.1	six weeks before the annual general meeting to which the request relates; or


37.1.2	if later, the time at which notice is given of that meeting.


38.	ATTENDANCE AND SPEAKING AT GENERAL MEETINGS


38.1	The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak and vote at it.


38.2	In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.


38.3	Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.


38.4	A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.


38.5	A person is able to exercise the right to vote at a general meeting when:


38.5.1	that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and


38.5.2	that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.


39.	MEETING SECURITY


39.1	The directors may make any arrangement and impose any restriction they consider appropriate to ensure the security of a general meeting including the searching of a person attending the meeting and the restriction of the items of personal property that may be taken into the meeting place.


39.2	The directors may authorise one or more persons, including a director or the secretary or the chairman of the meeting, to:


39.2.1	refuse entry to a meeting to a person who refuses to comply with these arrangements or restrictions; and


39.2.2	eject from a meeting any person who causes the proceedings to become disorderly.


40.	QUORUM FOR GENERAL MEETINGS


40.1	No business other than the appointment of the chairman of the meeting is to be transacted at a general

meeting if the persons attending the meeting do not constitute a quorum.


40.2	If the Company has only one member entitled to attend and vote at the general meeting, one qualifying person present at the meeting and entitled to vote is a quorum.


40.3	Subject to the Act, in all cases other than that in article 40.2 qualifying persons representing a majority of the votes of the Company entitled to be exercised at the meeting are a quorum.


41.	CHAIRING GENERAL MEETINGS


41.1	If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.


41.2	If the chairman is absent and the directors have appointed a vice, deputy or assistant chairman, then the senior of them shall act as the chairman.


41.3	If the directors have not appointed a chairman (or vice, deputy or assistant chairman), or if the chairman (or vice, deputy or assistant chairman) is unwilling to chair the

meeting or is not present within ten minutes of the time at which a meeting was due to start:


41.3.1	the directors present; or


41.3.2	(if no directors are present), the meeting,

must appoint a director or member to chair the meeting. If only one director is present and willing and able to act, he shall be the chairman. The appointment of the chairman of the meeting must be the first business of the meeting.


41.4	The person chairing a meeting in accordance with this article is referred to as " the chairman of the meeting ".


42.	CONDUCT OF MEETING

42.1

Without prejudice to any other power which he may have under the articles or at common law, the chairman of the meeting may take such action as he thinks fit to promote the orderly conduct of the business of the meeting as specified in the notice of meeting. His decision on matters of procedure or arising incidentally from the business of the meeting will be final, as will be his decision as to whether any matter is of such a nature.


42.2	If it appears to the chairman of the meeting that the meeting place specified in the notice calling the meeting is inadequate to accommodate all members entitled and wishing to attend, the meeting shall be duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities are available to ensure that a member who is unable to be accommodated is able to:


42.2.1	participate in the business for which the meeting has been called;


42.2.2	exercise his rights to speak and to vote at the meeting in accordance with article 37;


42.2.3	hear and see all persons present who speak (whether by the use of microphones, loud-speakers, audio-visual communications equipment or otherwise), whether in the meeting place or elsewhere; and


42.2.4	be heard and seen by all other persons present in the same way.


43.	ATTENDANCE AND SPEAKING BY DIRECTORS AND NON-MEMBERS


43.1	Directors may attend and speak at general meetings whether or not they are members.


43.2	The chairman of the meeting may permit other persons who are not:


43.2.1	members of the Company, or


43.2.2	otherwise entitled to exercise the rights of members in relation to general meetings,

to attend and speak at a general meeting if he considers it will assist the deliberations of the meeting.


44.	DISSOLUTION AND ADJOURNMENT IF QUORUM NOT PRESENT


44.1	If a general meeting was requisitioned by members and the persons attending the meeting within 30 minutes of the time at which the meeting was due to start (or such longer time as the chairman of the meeting decides to wait) do not constitute a quorum, or if during the meeting a quorum ceases to be present, the meeting is dissolved.


44.2	In the case of a general meeting other than one requisitioned by members, if the persons attending the meeting within 30 minutes of the time at which the meeting was due to start (or such longer time as the chairman of the meeting decides to wait) do not constitute a quorum, or if during the meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.


44.3	The continuation of a general meeting adjourned under article 44.2 for lack of quorum is to take place either:


44.3.1	on a day that is not less than 14 days but not more than 28 days after it was adjourned and at a time and/or place specified for the purpose in the notice calling the meeting; or


44.3.2	where no such arrangements have been specified, on a day that is not less than 14 days but not more than 28 days after it was adjourned and at such time and/or place as the chairman of the meeting decides (or, in default, the directors decide).


44.4	In the case of a general meeting to take place under article 44.3.2, the Company must give not less than seven clear days' notice of any adjourned meeting and the notice must state the quorum requirement.


44.5	At an adjourned meeting the quorum is one qualifying person present and entitled to vote. If a quorum is not present within five minutes from the time fixed for the start of the meeting, the adjourned meeting is dissolved.


45.	ADJOURNMENT IF QUORUM PRESENT


45.1	The chairman may, with the consent of a general meeting at which a quorum is present (and must, if so directed by the meeting), adjourn a meeting from time to time and from place to place or for an indefinite period.


45.2	Without prejudice to any other power which he may have under the provisions of the articles or at common law, the chairman of the meeting may, without the consent of the general meeting, interrupt or adjourn a meeting from time to time and from place to place or for an indefinite period if he decides that it has become necessary to do so in order to:


45.2.1	secure the proper and orderly conduct of the meeting;


45.2.2	give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting; or


45.2.3	ensure that the business of the meeting is properly disposed of.


46.	NOTICE OF ADJOURNED MEETING


46.1	Whenever a general meeting is adjourned for 28 days or more or for an indefinite period under article 45 at least seven clear days' notice shall be given to:


46.1.1	the members (other than any who, under the provisions of the articles or the terms of allotment or issue of the shares, are not entitled to receive notice);


46.1.2	the directors;


46.1.3	beneficial owners nominated to enjoy information rights under the Act; and


46.1.4	the auditors.

Except in these circumstances it is not necessary to give notice of a general meeting adjourned under article 45 or of the business to be transacted at the adjourned meeting.


46.2	The directors may decide that persons entitled to receive notice of an adjourned meeting in accordance with this article 46 are those persons entered on the register at the close of business on a day determined by the directors.


46.3	Subject to the Act and any other applicable rules, the directors may decide that persons entitled to attend or vote at an adjourned meeting are those on the register at the close of business on a day chosen by the directors.


47.	BUSINESS AT ADJOURNED MEETING


47.1	No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

VOTING AT GENERAL MEETINGS


48.	VOTING: GENERAL


48.1	Unless otherwise decided by the directors, a resolution put to the vote of a general meeting must be decided on a poll taken at the meeting.


48.2	Subject to special rights or restrictions as to voting attached to any class of shares by or in accordance with the articles, where voting is conducted by way of a poll at a meeting, every qualifying member present and entitled to vote on the resolution has one vote in respect of each share held by the relevant member.


48.3	In the case of joint holders of a share, only the vote of the senior holder who votes (or any proxy duly appointed by him) may be counted by the Company.


48.4	A member in respect of whom an order has been made by a court or official having jurisdiction (whether

in the United Kingdom or elsewhere) that he is or may be suffering from mental disorder or is otherwise incapable of running his affairs may vote on a poll, by his guardian, receiver, curator bonis or other person authorised for that purpose and appointed by the court. A guardian, receiver, curator bonis or other person authorised for that purpose and appointed by the court may vote by proxy if evidence (to the satisfaction of the directors) of the authority of the person claiming to exercise the right to vote is received at the registered office of the Company (or at another place specified in accordance with the articles for the delivery or receipt of forms of appointment of a proxy) or in any other manner specified in the articles for the appointment of a proxy within the time limits prescribed by the articles for the appointment of a proxy for use at the meeting or adjourned meeting.


48.5	In the case of an equality of votes the chairman of the meeting shall not be entitled to a casting vote.


48.6	The Company is not obliged to verify that a proxy or corporate representative has acted in accordance with the terms of his appointment and any failure to so act in accordance with the terms of his appointment shall not affect the validity of any proceedings at a meeting of the Company.


49.	ERRORS AND DISPUTES


49.1	No objection may be raised to the qualification of a voter or to the counting of, or failure to count, a vote except at the meeting or adjourned meeting at which the vote objected to is tendered. Every vote not disallowed at the meeting is valid.


49.2	Any such objection must be referred to the chairman of the meeting whose decision is final. An objection only invalidates the decision of a meeting if in the opinion of the chairman of the meeting, it is of sufficient magnitude to affect the decision of the meeting.


50.	PROCEDURE ON A POLL


50.1	Subject to the articles, polls at general meetings must be taken when, where and in such manner as the chairman of the meeting directs.


50.2	The chairman of the meeting may appoint scrutineers (who need not be members) and decide how and when the result of the poll is to be declared.


50.3	The result of a poll shall be the decision of the general meeting in respect of the resolution on which the voting is conducted by way of a poll.


50.4	On a poll taken at a general meeting of the Company, a qualifying person present and entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.


51.	APPOINTMENT OF PROXY


51.1	A member may appoint another person as his proxy to exercise all (or any) of his rights to attend and to speak and to vote on:


51.1.1	a resolution;


51.1.2	an amendment of a resolution; or


51.1.3	on other business arising at a general meeting of the Company.

Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit.


51.2	A member may appoint more than one proxy in relation to a general meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member.

51.3

When two or more valid but differing appointments of proxy are received for the same share for use at the same general meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share.


51.4	A proxy need not be a member.


51.5	The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the general meeting as well as for the meeting to which it relates.


51.6	The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the directors.


51.7	Subject to the Act and other applicable rules, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting.


52.	CONTENT OF PROXY NOTICES


52.1	Subject to article 52.2, the appointment of a proxy (a " proxy notice ") shall be in writing in any usual form (or in another form approved by the directors) and shall be:


52.1.1	signed by the appointor or his duly appointed attorney; or


52.1.2	if the appointor is a company, executed under its seal or signed by its duly authorised officer or attorney or other person authorised to sign.


52.2	Subject to the Act, the directors may accept a proxy notice received by electronic means on such terms and subject to such conditions as they consider fit.


52.3	A proxy notice received by electronic means shall not be subject to the requirements of article 52.1.


52.4	For the purposes of articles 52.1 and 52.2, the directors may require such reasonable evidence they consider necessary to determine:


52.4.1	the identity of the member and the proxy; and


52.4.2	where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment.


53.	DELIVERY OF PROXY NOTICES


53.1	Any notice of a general meeting must specify the address or addresses (" proxy notification address ") at which the Company or its agents will receive proxy notices relating to that meeting, or any adjournment of it, delivered in hard copy or by electronic means.


53.2	A person who is entitled to attend, speak or vote at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been received by the

Company by or on behalf of that person.


53.3	Subject to articles 53.4 and 53.5, a proxy notice must be received at a proxy notification address not less than 48 hours (excluding any part of a day that is not a working day) before the general meeting or adjourned meeting to which it relates.


53.4	In the case of a general meeting adjourned for not more than 48 hours the proxy notice must be received by not later than the adjourned meeting.


53.5	In the case of a meeting adjourned for less than 28 days but more than 48 hours the proxy notice must be received at a proxy notification address not less than 24 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting.


53.6	In relation to any shares which are held in uncertificated form, the directors may permit appointments of a proxy to be made by electronic means in the form of an uncertificated proxy instruction and may permit supplements to, or amendments or revocations of, any such uncertificated proxy instruction to be made.


53.7	The directors may prescribe the method of determining the time at which any such uncertificated proxy instruction (and/or other instruction or notification) is to be treated as received by the Company or a participant acting on its behalf.


53.8	The directors may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.


54.	CORPORATE REPRESENTATIVES


54.1	In accordance with the Act, a corporation which is a member may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any general meeting of the Company (a " corporate representative ").


54.2	A director, the secretary or other person authorised for the purpose by the secretary may require a corporate representative to produce a certified copy of the resolution of authorisation before permitting the corporate representative to exercise his powers.


55.	TERMINATION OF AUTHORITY


55.1	The termination of the authority of a person to act as proxy or as a corporate representative does not affect:


55.1.1	whether he counts in deciding whether there is a quorum at a general meeting;


55.1.2	the validity of anything he does as chairman of a meeting; or


55.1.3	the validity of a vote given by that person,

unless the Company receives notice of the termination at the proxy notification address not later than the last time at which a proxy notice should have been received in order to be valid for use at the relevant meeting or adjourned meeting.


56.	AMENDMENTS TO RESOLUTIONS


56.1	No amendment to a resolution duly proposed as an ordinary resolution (other than an amendment to

correct a grammatical or other non-substantive error) may be considered or voted on unless either:


56.1.1	at least 48 hours (excluding any part of a day that is not a working day) before the time appointed for holding the general meeting or adjourned meeting at which the ordinary resolution is to be considered, notice of the terms of the amendment and intention to move it has been received at the registered office of the Company; or


56.1.2	the chairman of the meeting in his absolute discretion decides that the amendment may be considered or voted on.

If an amendment proposed to a resolution under consideration is ruled out of order by the chairman of the meeting the proceedings on the substantive resolution are not invalidated by an error in his ruling.


56.2	A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if:


56.2.1	the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and


56.2.2	the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.


56.3	If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

RESTRICTIONS ON MEMBERS' RIGHTS


57.	NO VOTING OF SHARES ON WHICH MONEY OWED TO COMPANY

Unless the directors decide otherwise, no voting rights (or other rights conferred by membership in relation to a meeting) attached to a share may be exercised at any general meeting or at any adjournment of it unless all amounts payable to the Company in respect of that share have been paid.

APPLICATION OF RULES TO CLASS MEETINGS AND RIGHTS


58.	VARIATION OF CLASS RIGHTS

58.1

Subject to the Act, the rights attached to a class of shares may be varied or abrogated (whether or not the Company is being wound up) either with the consent in writing of the holders of at least three quarters in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class validly held in accordance with article 58.3 and other relevant provisions of the articles.


58.2	The rights attached to a class of shares are not, unless otherwise expressly provided for in the rights attaching to those shares, deemed to be varied by the creation, allotment or issue of further shares ranking pari passu with or subsequent to them or by the purchase or redemption by the Company of its own shares in accordance with the Act.


58.3	Subject to sections 334(2), 334(2A) and section 334(3) of the Act, a separate meeting for the holders of a class of shares must be called and conducted as nearly as possible in the same way as a general meeting, except that:


58.3.1	no member is entitled to notice of it or to attend unless he is a holder of shares of that class;


58.3.2	no vote may be cast except in respect of a share of that class;


58.3.3	the quorum at a meeting (other than an adjourned meeting) is two qualifying persons present and holding at least one-third in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares);


58.3.4	the quorum at an adjourned meeting is one qualifying person present and holding shares of that class; and


58.3.5	any qualifying person holding shares of that class present may demand a poll.


59.	FAILURE TO DISCLOSE INTERESTS IN SHARES

59.1

Where notice is served by the Company under section 793 of the Act (a " section 793 notice ") on a member, or another person appearing to be interested in shares held by that member, and the member or other person has failed in relation to any shares (the " default shares ", which expression includes any shares allotted or issued after the date of the section 793 notice in respect of those shares) to give the Company the information required within the prescribed period from the date of service of the

section 793 notice, the following sanctions apply, unless the directors otherwise decide:


59.1.1	the member shall not be entitled in respect of the default shares to be present or to vote (either in person, by proxy or by corporate representative) at a general meeting or at a separate meeting of the holders of a class of shares or on a poll; and


59.1.2	where the default shares represent at least 0.25 per cent. in nominal value of the issued shares of their class (excluding any share of their class held as treasury shares):


(a)	a dividend (or any part of a dividend) or other amount payable in respect of the default shares shall be withheld by the Company, which has no obligation to pay interest on it, and the member shall not be entitled to elect, under article 98, to receive shares instead of a dividend; and


(b)	no transfer of any certificated default shares shall be registered unless the transfer is an excepted transfer or:


(i)	the member is not himself in default in supplying the information required; and


(ii)	the member proves to the satisfaction of the directors that no person in default in supplying the information required is interested in any of the shares the subject of the transfer.


59.2	For the purpose of enforcing the sanction in article 59.1.2(b), the directors may give notice to the member requiring the member to change default shares held in uncertificated form to certificated form by the time stated in the notice. The notice may also state that the member may not change any default shares held in certificated form to uncertificated form.


59.3	The sanctions under article 59.1 cease to apply seven days after the earlier of:


59.3.1	receipt by the Company of notice of an excepted transfer, but only in relation to the shares thereby transferred; and


59.3.2	receipt by the Company, in a form satisfactory to the directors, of all the information required by

the section 793 notice.


59.4	Where, on the basis of information obtained from a member in respect of a share held by him, the Company issues a section 793 notice to another person, it shall at the same time send a copy of the section 793 notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, does not invalidate or otherwise affect the application of article 59.1 or 59.2.


59.5	For the purposes of this article 59:


59.5.1	a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the

person is or may be interested, or if the Company (after taking account of information obtained from the member or, under a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is or may be so interested;


59.5.2	" interested " shall be construed as it is for the purpose of section 793 of the Act;


59.5.3	reference to a person having failed to give the Company the information required by a section 793 notice, or being in default in supplying such information, includes:


(a)	reference to his having failed or refused to give all or any part of it; and


(b)	reference to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular;


59.5.4	the " prescribed period " means 14 days; and


59.5.5	an " excepted transfer " means, in relation to shares held by a member:


(a)	a transfer pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or


(b)	a transfer in consequence of a sale made through a recognised investment exchange (as defined in the FSMA) or through any stock exchange on which shares in the capital of the Company are normally traded; or


(c)	a transfer which is shown to the satisfaction of the directors to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member or with any other person appearing to be interested in the shares.


59.6	The provisions of this article are in addition and without prejudice to the provisions of the Act.

PART 4

SHARES AND DISTRIBUTIONS ISSUE OF SHARES


60.	ALLOTMENT

60.1

Subject to the Act and relevant authority given by the Company in general meeting, the directors have general and unconditional authority to allot, grant options over, or otherwise dispose of, unissued shares of the Company or rights to subscribe for or convert any security into shares, to such persons, at such times and on such terms as the directors may decide, except that no share may be issued at a discount.


60.2	The directors may at any time after the allotment of a share, but before a person has been entered in the register as the holder of the share, recognise a renunciation of the share by the allottee in favour of another person and may grant to an allottee a right to effect a renunciation on such terms and conditions as the directors think fit.


61.	POWERS TO ISSUE DIFFERENT CLASSES OF SHARE


61.1	Subject to the Act and the articles, but without prejudice to the rights attached to any existing share, the Company may issue shares with such rights or restrictions as may be determined by ordinary resolution. If no such resolution is passed or if the relevant resolution does not make specific provision, the directors may determine these rights and restrictions.


61.2	Subject to the Act, the Company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the Company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.


62.	RIGHTS AND RESTRICTIONS ATTACHING TO SHARES

Ordinary Shares


62.1	The Ordinary Shares shall entitle the holders thereof to the rights set out below:

Dividend


62.2	Subject to the Act, the directors may declare and pay dividends on the Ordinary Shares in accordance with articles 90 to 98.

Return of capital


62.3	On a return of capital on a winding-up or otherwise, any assets of the Company available for distribution among the members shall be distributed to each holder of an Ordinary Share pro rata to its shareholding.

Votes


62.4	Subject to article 59, each holder of an Ordinary Share shall have one vote for every Ordinary Share of which it is a holder.

Pre-emption right


62.5	Subject to the Act and any other applicable rules, if Ordinary Shares are to be allotted each holder of an Ordinary Share holds a pre-emption right to acquire a proportion of such Ordinary Shares equal to the aggregate nominal value of its Ordinary Shares in proportion to the aggregate nominal value of all Ordinary Shares immediately prior to such allotment.

Non-Voting Redeemable Shares


62.6	The Non-Voting Redeemable Shares shall entitle the holders thereof to the rights set out below:

Dividend


62.7	Holders of Non-Voting Redeemable Shares shall not be eligible to receive any amounts available for distribution and resolved to be distributed.

Return of capital

62.8

On a return of capital on a winding-up, any assets of the Company available for distribution among the members shall be applied in repaying to the holder of each Non-Voting Redeemable Share the nominal amount of that Non-Voting Redeemable Share, such payment to be pari passu with any right to payment attached to the Ordinary Shares, but subject to the rights of any class of share ranking in preference or priority to the Non-Voting Redeemable Shares.

Votes


62.9	Other than as required by law, holders of Non-Voting Redeemable Shares shall have no right to attend, speak or vote, either in person or by proxy, at any general meeting of the Company in respect of the Non-Voting Redeemable Shares and shall not be entitled to receive any notice of meeting.

Redemption


62.10	Subject to the Act, the Company may redeem any Non-Voting Redeemable Share in issue for its nominal value, on such terms as the directors of the Company may from time to time determine.

Transfer


62.11	The Non-Voting Redeemable Shares shall not be transferable save with the prior consent of the board.

Rights and restrictions


62.12	If rights and restrictions attaching to shares are determined by ordinary resolution or by the directors under article 61, those rights and restrictions shall apply in place of any rights or restrictions that would otherwise apply by virtue of the Act in the absence of any provisions in the articles, as if those rights and restrictions were set out in the articles.


63.	PAYMENT OF COMMISSIONS ON SUBSCRIPTION FOR SHARES


63.1	Subject to the Act, the Company may pay any person a commission in consideration for that person:


63.1.1	subscribing, or agreeing to subscribe, for shares; or


63.1.2	procuring, or agreeing to procure, subscriptions for shares.


63.2	Subject to the Act, any such commission may be paid:


63.2.1	in cash, or in fully paid or partly paid shares or other securities, or partly in one way and partly in the other; and


63.2.2	in respect of a conditional or an absolute subscription.

INTERESTS IN SHARES


64.	COMPANY NOT BOUND BY LESS THAN ABSOLUTE INTERESTS

Except as required by law or the articles, no person is to be recognised by the Company as holding any share upon any trust and the Company is not in any way to be bound by or recognise any interest in a share other than the holder's absolute ownership of it and all the rights attaching to it.

SHARE CERTIFICATES


65.	CERTIFICATES TO BE ISSUED EXCEPT IN CERTAIN CASES


65.1	Except where otherwise provided in the articles, the Company must issue each member with one or more certificates in respect of the shares which that member holds within two months of the allotment or lodgement with the Company of a transfer to him of those shares or any other period as the terms of issue of the shares provide.


65.2	This article does not apply to:


65.2.1	uncertificated shares;


65.2.2	shares in respect of which a share warrant has been issued; or


65.2.3	shares in respect of which the Companies Acts permit the Company not to issue a certificate.


65.3	Except as otherwise specified in the articles, all certificates must be issued free of charge.


65.4	No certificate may be issued in respect of shares of more than one class.


65.5	If more than one person holds a share, only one certificate may be issued in respect of it. Delivery of a certificate to the senior holder shall constitute delivery to all of the holders of the share.


66.	CONTENTS AND EXECUTION OF CERTIFICATES


66.1	Every certificate must specify:


66.1.1	in respect of how many shares and of what class it is issued;


66.1.2	the nominal value of those shares;


66.1.3	the amount paid up on them; and


66.1.4	any distinguishing numbers assigned to them.


66.2	Certificates must:


66.2.1	be executed under the Company's seal, which may be affixed or printed on it; or


66.2.2	be otherwise executed in accordance with the Companies Acts.


67.	CONSOLIDATED CERTIFICATES


67.1	When a member's holding of shares of a particular class increases, the Company may issue that member with:


67.1.1	a single, consolidated certificate in respect of all the shares of a particular class which that member holds; or


67.1.2	a separate certificate in respect of only those shares by which that member's holding has increased.


67.2	When a member's holding of shares of a particular class is reduced, the Company must ensure that the member is issued with one or more certificates in respect of the number of shares held by the member after that reduction. But the Company need not (in the absence of a request from the member) issue any new certificate if:


67.2.1	all the shares which the member no longer holds as a result of the reduction; and

67.2.2 none of the shares which the member retains following the reduction, were, immediately before the reduction, represented by the same certificate.


67.3	A member may request the Company, in writing, to replace:


67.3.1	the member's separate certificates with a consolidated certificate, or


67.3.2	the member's consolidated certificate with two or more separate certificates representing such proportion of the shares as the member may specify.


67.4	When the Company complies with such a request it may charge such reasonable fee as the directors may decide for doing so.


67.5	A consolidated certificate or separate certificates must not be issued unless any certificates which they are to replace have first been returned to the Company for cancellation or the holder has complied with such conditions as to evidence and indemnity as the directors decide.


68.	REPLACEMENT CERTIFICATES


68.1	Subject to having first complied with the obligations in articles 68.2.2 and 68.2.3, if a certificate issued in respect of a member's shares is:


68.1.1	damaged or defaced; or


68.1.2	said to be lost, stolen or destroyed,

that member is entitled to be issued with a replacement certificate in respect of the same shares.


68.2	A member exercising the right to be issued with such a replacement certificate:


68.2.1	may at the same time exercise the right to be issued with a single certificate or separate certificates;


68.2.2	must return the certificate which is to be replaced to the Company if it is damaged or defaced; and


68.2.3	must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

PARTLY PAID SHARES


69.	COMPANY'S LIEN OVER PARTLY PAID SHARES


69.1	The Company has a lien (the " company's lien ") over every share which is partly paid for any part of:


69.1.1	that share's nominal value; and


69.1.2	any premium at which it was issued,

which has not been paid to the Company, and which is payable immediately or at some time in the future, whether or not a call notice has been sent in respect of it.


69.2	The company's lien over a share:


69.2.1	takes priority over any third party's interest in that share; and


69.2.2	extends to any dividend or other money payable by the Company in respect of that share and (if the lien is enforced and the share is sold by the Company) the proceeds of sale of that share.


69.3	The directors may at any time decide that a share which is or would otherwise be subject to the Company's lien shall not be subject to it, either wholly or in part. Unless otherwise agreed with the transferee, the registration of a transfer of a share operates as a waiver of the Company's lien (if any) on that share solely for the purposes of the transfer.


70.	ENFORCEMENT OF THE COMPANY'S LIEN


70.1	Subject to the provisions of this article, if:

70.1.1 a lien enforcement notice has been given in respect of a share; and

70.1.2 the person to whom the notice was given has failed to comply with it, the Company may sell that share in such manner as the directors decide.


70.2	A lien enforcement notice:


70.2.1	must be in writing;


70.2.2	may only be given in respect of a share which is subject to the company's lien, in respect of which a sum is payable and the due date for payment of that sum has passed;


70.2.3	must specify the share concerned;


70.2.4	must require payment of the sum payable within 14 days of the notice;


70.2.5	must be addressed either to the holder of the share or to a person entitled to it by reason of the holder's death, bankruptcy or otherwise; and


70.2.6	must state the company's intention to sell the share if the notice is not complied with.


70.3	Where shares are sold under this article:


70.3.1	the directors may authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser; and


70.3.2	the transferee is not bound to see to the application of the purchase money, and the transferee's title is not affected by any irregularity in or invalidity of the process leading to the sale.


70.4	The net proceeds of any such sale (after payment of the costs of sale and any other costs of enforcing the

lien) must be applied:


70.4.1	first, in payment or towards satisfaction of the amount in respect of which the lien exists; and


70.4.2	secondly, to the person entitled to the shares immediately before the sale, but only after the certificate for the shares sold has been surrendered to the Company for cancellation, or a suitable indemnity has been given for any lost certificates.


70.5	A statutory declaration by a director or the secretary that the declarant is a director or the secretary and that a share has been sold to satisfy the Company's lien on a specified date:


70.5.1	is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share; and


70.5.2	subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share.


71.	CALL NOTICES


71.1	Subject to the articles and the terms on which shares are allotted, the directors may send a notice (a " call notice ") to a member requiring the member to pay the Company a specified sum of money (a " call ") which is payable in respect of shares which that member holds at the date of the call notice.


71.2	A call notice:


71.2.1	may not require a member to pay a call which exceeds the total sum unpaid on that member's shares (whether as to the share's nominal value or any amount payable to the Company by way of premium);


71.2.2	must state the date by which it is to be paid (the " due date for payment ") and how any call to which it relates it is to be paid; and


71.2.3	may permit or require the call to be paid by instalments.


71.3	A member must comply with the requirements of a call notice, but no member is obliged to pay any call before 14 days have passed since the notice was given.


71.4	Before the Company has received any call due under a call notice the directors may:


71.4.1	revoke it wholly or in part; or


71.4.2	specify a later time for payment than is specified in the call notice,

by a further notice in writing to the member in respect of whose shares the call is made.


71.5	Delivery of a call notice to the senior holder shall constitute delivery to all of the holders of the share.


72.	LIABILITY TO PAY CALLS


72.1	Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which it is required to be paid.


72.2	Joint holders of a share are jointly and severally liable to pay all calls in respect of that share.


72.3	Subject to the terms on which shares are allotted, the directors may, when issuing shares, provide that call notices sent to the holders of those shares may require them:


72.3.1	to pay calls which are not the same; or


72.3.2	to pay calls at different times.


73.	WHEN CALL NOTICE NEED NOT BE ISSUED


73.1	A call notice need not be issued in respect of sums which are specified, in the terms on which a share is issued, as being payable to the Company in respect of that share (whether in respect of nominal value or premium):


73.1.1	on allotment;


73.1.2	on the occurrence of a particular event; or


73.1.3	on a date fixed by or in accordance with the terms of issue,

each a " due date for payment ".


73.2	But if the due date for payment of such a sum has passed and it has not been paid, the holder of the share concerned at the due date for payment is treated in all respects as having failed to comply with a call notice in respect of that sum, and is liable to the same consequences as a person having failed to comply with a call notice as regards the payment of interest and forfeiture.


74.	FAILURE TO COMPLY WITH CALL NOTICE: AUTOMATIC CONSEQUENCES


74.1	If a person is liable to pay a call and fails to do so by the due date for payment:


74.1.1	the directors may issue a notice of intended forfeiture to that person; and


74.1.2	until the call is paid, that person must pay the Company interest on the call from the due date for payment to the actual date of payment (both dates inclusive) at the relevant rate.


74.2	For the purposes of this article the " relevant rate " is:


(a)	the rate fixed by the terms on which the share in respect of which the call is due was allotted or issued; or


(b)	if no rate is fixed under (a), such other rate as was fixed in the call notice which required payment of the call, or has otherwise been determined by the directors; or


(c)	if no rate is fixed in either of these ways, 5 per cent. per annum.


74.3	The relevant rate must not exceed 20 per cent. per annum.


74.4	The directors may waive any obligation to pay interest on a call wholly or in part.


75.	PAYMENT OF UNCALLED AMOUNT IN ADVANCE


75.1	The directors may, in their discretion, accept from a member some or all of the uncalled amounts which

are unpaid on shares held by him.


75.2	A payment in advance of a call extinguishes, to the extent of the payment, the liability of the member on the shares in respect of which the payment is made.


75.3	The Company may pay interest on the amount paid in advance (or that portion of it that exceeds the amount called on shares).


75.4	The directors may decide this interest rate which must not exceed 20 per cent. per annum.


76.	NOTICE OF INTENDED FORFEITURE


76.1	A notice of intended forfeiture:


76.1.1	must be in writing;


76.1.2	may be sent in respect of any share in respect of which a call has not been paid as required by a call notice;


76.1.3	must be sent to the holder of that share or to a person entitled to it by reason of the holder's death, bankruptcy or otherwise;


76.1.4	must require payment of the call and any accrued interest (and all costs, charges and expenses incurred by the Company by reason of non-payment) by a date which is not less than 14 days after the date of the notice;


76.1.5	must state how the payment is to be made; and


76.1.6	must state that if the notice is not complied with, the shares in respect of which the call is payable will be liable to be forfeited.


77.	DIRECTORS' POWER TO FORFEIT SHARES

If a notice of intended forfeiture is not complied with before the date by which payment (including interest, costs, charges and expenses) of the call is required in the notice of intended forfeiture, the directors may decide that any share in respect of which it was given is forfeited, and the forfeiture is to include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.


78.	EFFECT OF FORFEITURE


78.1	Subject to the articles, the forfeiture of a share extinguishes:


78.1.1	all interests in that share, and all claims and demands against the Company in respect of it, and


78.1.2	all other rights and liabilities incidental to the share as between the person whose share it was prior to the forfeiture and the Company.


78.2	Any share which is forfeited in accordance with the articles:


78.2.1	is deemed to have been forfeited when the directors decide that it is forfeited;


78.2.2	is deemed to be the property of the Company; and


78.2.3	may be sold, re-allotted or otherwise disposed of as the directors think fit.


78.3	If a person's shares have been forfeited:


78.3.1	the Company must send that person notice that forfeiture has occurred, but no forfeiture is invalidated by an omission to give such notice, and record it in the register of members;


78.3.2	that person ceases to be a member in respect of those shares;


78.3.3	that person must surrender the certificate (if any) for the shares forfeited to the Company for cancellation;


78.3.4	that person remains liable to the Company for all sums payable by that person under the articles at the date of forfeiture in respect of those shares, including any interest at the relevant rate set out in article 75 (whether accrued before or after the date of forfeiture) and costs, charges and expenses; and


78.3.5	the directors may waive payment of such sums wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.


78.4	At any time before the Company disposes of a forfeited share, the directors may decide to cancel the forfeiture on payment of all calls and interest due in respect of it and on such other terms as they think fit.


79.	PROCEDURE FOLLOWING FORFEITURE


79.1	If a forfeited share is to be disposed of by being transferred, the Company may receive the consideration for the transfer and the directors may authorise any person to transfer a forfeited share to a new holder. The Company may register the transferee as the holder of the share.


79.2	A statutory declaration by a director or the secretary that the declarant is a director or the secretary and that a share has been forfeited on a specified date:


79.2.1	is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share; and


79.2.2	subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share.


79.3	A person to whom a forfeited share is transferred is not bound to see to the application of the consideration (if any) nor is that person's title to the share affected by any irregularity in or invalidity of the process leading to the forfeiture or transfer of the share.


79.4	If the Company sells a forfeited share, the person who held it prior to its forfeiture is entitled to receive from the Company the proceeds of such sale, net of any interest, expenses or commission, and excluding any amount which:


79.4.1	was, or would have become, payable; and


79.4.2	had not, when that share was forfeited, been paid by that person in respect of that share,

but no interest is payable to such a person in respect of such proceeds and the Company is not required to account for any money earned on them.


80.	SURRENDER OF SHARES


80.1	A member may surrender any share:


80.1.1	in respect of which the directors may issue a notice of intended forfeiture;


80.1.2	which the directors may forfeit; or


80.1.3	which has been forfeited.


80.2	The directors may accept the surrender of any such share.


80.3	The effect of surrender of a share is the same as the effect of forfeiture of that share.


80.4	A share which has been surrendered may be dealt with in the same way as a share which has been forfeited.

UNTRACED SHAREHOLDERS


81.	POWER OF SALE


81.1	The Company may sell the share of a member or of a person entitled by transmission at the best price reasonably obtainable at the time of sale, if:


81.1.1	during a period of not less than 12 years before the date of publication of the advertisements referred to in article 81.1.3 (or, if published on two different dates, the first date) (the " relevant period ") at least three cash dividends have become payable in respect of the share;

81.1.2

throughout the relevant period no cheque, warrant or money order payable on the share has been presented by the holder of, or the person entitled by transmission to, the share to the paying bank of the relevant cheque, warrant or money order, no payment made by the Company by any other means permitted by article 92.1 has been claimed or accepted and, so far as any director of the Company at the end of the relevant period is then aware, the Company has not at any time during the relevant period received any communication from the holder of, or person entitled by transmission to, the share;


81.1.3	the Company has given notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the holder of, or person entitled by transmission to, the share shown in the register; and


81.1.4	the Company has not, so far as the directors are aware, during a further period of three months after the date of the advertisements referred to in article 81.1.3 (or the later advertisement if the advertisements are published on different dates) and before the exercise of the power of sale received a communication from the holder of, or person entitled by transmission to, the share.

81.2

Where a power of sale is exercisable over a share under this article 81 (a " sale share "), the Company may at the same time also sell any additional share issued in right of such sale share or in right of such an additional share previously so issued provided that the requirements of articles 81.1.2 to 81.1.4 (as if the words "throughout the relevant period" were omitted from article 81.1.2) have been satisfied in relation to the additional share.


81.3	To give effect to a sale under articles 81.1 or 81.2, the directors may authorise any person to transfer the

share in the name and on behalf of the holder of, or the person entitled by transmission to, the share, or to cause the transfer of such share, to the purchaser or his nominee. The purchaser is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity in or invalidity of the proceedings connected with the sale of the share.


82.	APPLICATION OF PROCEEDS OF SALE


82.1	The Company shall be indebted to the member or other person entitled by transmission to the share for the net proceeds of sale and shall credit any amount received on sale to a separate account.


82.2	The Company is deemed to be a debtor and not a trustee in respect of that amount for the member or other person.


82.3	Any amount credited to the separate account may either be employed in the business of the Company or invested as the directors may think fit.


82.4	No interest is payable on that amount and the Company is not required to account for money earned on it.

TRANSFERS AND TRANSMISSION OF SHARES


83.	TRANSFERS OF SHARES


83.1	Subject to such restrictions in the articles, shares of the Company are free from any restriction on transfer. The directors may, in their absolute discretion, refuse to register a transfer of shares to any person, whether or not it is fully paid or a share on which the Company has a lien.


83.2	Shares may be transferred by means of an instrument of transfer in writing in any usual form or any other form approved by the directors, which is executed by or on behalf of:


83.2.1	the transferor; and


83.2.2	(if any of the shares is partly paid) the transferee.


83.3	The Company (at its option) may or may not charge a fee for registering:


83.3.1	the transfer of a share;


83.3.2	the renunciation of a renounceable letter of allotment or other document or instructions relating to or affecting the title to a share or the right to transfer it; or


83.3.3	for making any other entry in the register.


83.4	The transferor remains the holder of a share until the transferee's name is entered in the register of members as holder of it.


83.5	The directors may also, in their absolute discretion, refuse to register the transfer of a certificated share unless all of the following conditions are satisfied:


83.5.1	it is in respect of only one class of shares;


83.5.2	it is in favour of (as the case may be) a single transferee or not more than four joint transferees;


83.5.3	it is duly stamped (if required); and

83.5.4

it is delivered for registration to the registered office of the Company or such other place as the directors may decide, accompanied by the certificate for the shares to which it relates (except in the case of a person to whom the Company is not required by sections 769, 776, 777 or 778 of the Act to issue a certificate, or in the case of a renunciation) and such other evidence as the directors may reasonably require to prove the title of the transferor and the due execution by him of the transfer or, if the transfer is executed by some other person on his behalf, the authority of that person to do so.


83.6	If the directors refuse to register the transfer of shares, the instrument of transfer must be returned to the transferee as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company with the notice of refusal and reasons for refusal unless they suspect that the proposed transfer may be fraudulent.


83.7	Subject to article 108, the Company may retain all instruments of transfer which are registered.


84.	TRANSFERS OF UNCERTIFICATED SHARES

The directors are authorised to establish such clearing and settlement procedures for the shares of the Company as they deem fit from time to time.


85.	TRANSMISSION OF SHARES


85.1	If title to a share passes to a transmittee, the Company may only recognise the transmittee as having any title to a share held by that member alone or to which he was alone entitled. In the case of a share held jointly by two or more persons, the Company may recognise only the survivor or survivors as being entitled to it.


85.2	Nothing in these articles releases the estate of a deceased member from any liability in respect of a share solely or jointly held by that member.


86.	TRANSMITTEES' RIGHTS


86.1	Where a person becomes entitled by transmission to a share, the rights of the holder in relation to a share cease.


86.2	A transmittee may give an effective receipt for dividends and other sums payable in respect of that share.


86.3	A transmittee who produces such evidence of entitlement to shares, subject to the Act, as the directors may properly require:


86.3.1	may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person; and


86.3.2	subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.


86.4	But transmittees do not have the right to receive notice of or exercise rights conferred by membership in relation to meetings of the Company (or at a separate meeting of the holders of a class of shares) in respect of shares to which they are entitled by reason of the holder's death or bankruptcy or otherwise, unless they become the holders of those shares.


87.	EXERCISE OF TRANSMITTEES' RIGHTS


87.1	Transmittees who wish to become the holders of shares to which they have become entitled must notify the Company in writing of that wish.


87.2	If the share is a certificated share and a transmittee wishes to have it transferred to another person, the transmittee must execute an instrument of transfer in respect of it.


87.3	If the share is an uncertificated share and the transmittee wishes to have it transferred to another person, the transmittee must:


87.3.1	procure that all appropriate instructions are given to effect the transfer; or


87.3.2	procure that the uncertificated share is changed into certificated form and then execute an instrument of transfer in respect of it.


87.4	Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.


88.	TRANSMITTEES BOUND BY PRIOR NOTICES


88.1	The directors may give notice requiring a person to make the choice referred to in article 86.3.1.


88.2	If that notice is not complied with within 60 days, the directors may withhold payment of all dividends and other sums payable in respect of the share until the choice has been made.


88.3	If a notice is given to a member in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the member before the transmittee's name has been entered in the register.

CONSOLIDATION/DIVISION OF SHARES


89.	PROCEDURE FOR DISPOSING OF FRACTIONS OF SHARES


89.1	This article applies where:


89.1.1	there has been a consolidation and division or sub-division of shares; and


89.1.2	as a result, members are entitled to fractions of shares.


89.2	Subject to the Act, the directors may, in effecting divisions and/or consolidations, treat a member's shares held in certificated form and uncertificated form as separate holdings.


89.3	The directors may on behalf of the members deal with fractions as they think fit, in particular they may:


89.3.1	sell the shares representing the fractions to any person including (subject to the Act) the Company for the best price reasonably obtainable;


89.3.2	in the case of a certificated share, authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser;


89.3.3	distribute the net proceeds of sale in due proportion among the holders of the shares or, if the

directors decide, some or all of the sum raised on sale may be retained for the benefit of the Company;

89.3.4

subject to the Act, allot or issue to a member, credited as fully paid, by way of capitalisation the minimum number of shares required to round up his holding of shares to a number which, following consolidation and division or sub-division, leaves a whole number of shares (such allotment or issue being deemed to have been effected immediately before consolidation and division or sub-division, as the case may be).


89.4	To give effect to a sale under article 89.3.1 the directors may arrange for the shares representing the fractions to be entered in the register as certificated shares.


89.5	The directors may authorise any person to transfer the shares to, or to the direction of, the purchaser.


89.6	The person to whom the shares are transferred is not obliged to ensure that any purchase money is received by the person entitled to the relevant fractions.


89.7	The transferee's title to the shares is not affected by any irregularity in or invalidity of the process leading to their sale.


89.8	If shares are allotted or issued under article 89.3.4, the amount required to pay up those shares may be capitalised as the directors think fit out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, and applied in paying up in full the appropriate number of shares.


89.9	A resolution of the directors capitalising part of the reserves has the same effect as if the capitalisation had been declared by ordinary resolution of the Company under article 99. In relation to the capitalisation the directors may exercise all the powers conferred on them by article 99 without an ordinary resolution of the Company.

DISTRIBUTIONS


90.	PROCEDURE FOR DECLARING DIVIDENDS


90.1	Subject to the Act and the articles, the Company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.


90.2	A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.


90.3	No dividend may be declared or paid unless it is in accordance with members' respective rights.


90.4	Unless the members' resolution to declare or directors' decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each member's holding of shares on the date of the resolution or decision to declare or pay it.


90.5	The directors may pay any dividend (including any dividend payable at a fixed rate) if it appears to them that the profits available for distribution justify the payment.


90.6	If the Company's share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.


90.7	If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.


91.	CALCULATION OF DIVIDENDS


91.1	Except as otherwise provided by the articles or the rights attached to or the terms of issue of shares, all dividends must be:


91.1.1	declared and paid according to the amounts paid up on the shares on which the dividend is paid; and


91.1.2	apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.


91.2	If any share is issued on terms providing that it ranks for dividend as from a particular date, that share ranks for dividend accordingly.


91.3	For the purposes of calculating dividends, no account is to be taken of any amount which has been paid up on a share in advance of the due date for payment of that amount.


91.4	Except as otherwise provided by the rights attached to shares, dividends may be declared or paid in any currency.

91.5

The directors may agree with any member that dividends which may at any time or from time to time be declared or become due on his shares in one currency shall be paid or satisfied in another, and may agree the basis of conversion to be applied and how and when the amount to be paid in the other currency shall be calculated and paid and for the Company or any other person to bear any costs involved.


92.	PAYMENT OF DIVIDENDS AND OTHER DISTRIBUTIONS


92.1	Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means:


92.1.1	in cash;


92.1.2	by transfer to a bank or building society account specified by the distribution recipient in writing or as the directors otherwise decide;


92.1.3	by sending a cheque, warrant or money order made payable to the distribution recipient by post to the distribution recipient at the distribution recipient's registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient in writing or as the directors otherwise decide;


92.1.4	by sending a cheque, warrant or money order made payable to such person by post to such person at such address as the distribution recipient has specified in writing or as the directors otherwise decide; or


92.1.5	by any electronic or other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.


92.2	In respect of the payment of any dividend or other sum which is a distribution, the directors may decide, and notify distribution recipients, that:


92.2.1	one or more of the means described in article 92.1 will be used for payment and a distribution recipient may elect to receive the payment by one of the means so notified in the manner prescribed by the directors;


92.2.2	one or more of such means will be used for the payment unless a distribution recipient elects otherwise in the manner prescribed by the directors; or


92.2.3	one or more of such means will be used for the payment and that distribution recipients will not be able to elect otherwise.

The directors may for this purpose decide that different methods of payment may apply to different distribution recipients or groups of distribution recipients.


92.3	Payment of any dividend or other sum which is a distribution is made at the risk of the distribution recipient. The Company is not responsible for a payment which is lost or delayed. Payment, in accordance with the articles, of any cheque, warrant or money order by the bank upon which it is drawn, or the transfer of funds by any means shall be a good discharge to the Company.


92.4	In the event that:

92.4.1

a distribution recipient does not specify an address, or does not specify an account of a type prescribed by the directors, or other details necessary in order to make a payment of a dividend or other distribution by the means by which the directors have decided in accordance with this article that a payment is to be made, or by which the distribution recipient has elected to receive payment, and such address or details are necessary in order for the Company to make the relevant payment in accordance with such decision or election; or


92.4.2	if payment cannot be made by the Company using the details provided by the distribution recipient,

then the dividend or other distribution shall be treated as unclaimed for the purposes of these articles.


92.5	In the articles, the " distribution recipient " means, in respect of a share in respect of which a dividend or other sum is payable:


92.5.1	the holder of the share;


92.5.2	if the share has two or more joint holders, the senior holder;


92.5.3	if the holder is no longer entitled to the share by reason of death or bankruptcy, or otherwise by operation of law, the transmittee (or, where two or more person are jointly entitled by transmission to the share, to any one transmittee and that person shall be able to give effective receipt for payment); or


92.5.4	in any case, to a person that the person or persons entitled to payment may direct in writing.


92.6	Without prejudice to article 88, the directors may withhold payment of a dividend (or part of a dividend) payable to a transmittee until he has provided such evidence of his right as the directors may reasonably require.


93.	DEDUCTIONS FROM DISTRIBUTIONS IN RESPECT OF SUMS OWED TO THE COMPANY


93.1	If:


93.1.1	a share is subject to the Company's lien; and


93.1.2	the directors are entitled to issue a lien enforcement notice in respect of it,

they may, instead of issuing a lien enforcement notice, deduct from any dividend or other sum payable in respect of the share any sum of money which is payable to the

Company in respect of that share to the extent that they are entitled to require payment under a lien enforcement notice.


93.2	Money so deducted must be used to pay any of the sums payable in respect of that share.


93.3	The Company must notify the distribution recipient in writing of:


93.3.1	the fact and amount of any such deduction;


93.3.2	any non-payment of a dividend or other sum payable in respect of a share resulting from any such deduction; and


93.3.3	how the money deducted has been applied.


94.	NO INTEREST ON DISTRIBUTIONS


94.1	The Company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by:


94.1.1	the rights attached to the share; or


94.1.2	the provisions of another agreement between the holder of that share and the Company.


95.	UNCLAIMED DISTRIBUTIONS


95.1	All dividends or other sums which are:


95.1.1	payable in respect of shares; and


95.1.2	unclaimed after having been declared or become payable,

may be invested or otherwise made use of by the directors for the benefit of the Company until claimed.


95.2	The payment of an unclaimed dividend or other sum into a separate account does not make the Company a trustee in respect of it.


95.3	If:


95.3.1	12 years have passed from the date on which a dividend or other sum became due for payment; and


95.3.2	the distribution recipient has not claimed it,

the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the Company.


95.4	If, in respect of a dividend or other sum payable in respect of a share, on any one occasion:


95.4.1	a cheque, warrant or money order is returned undelivered or left uncashed; or

95.4.2

a transfer made by a bank or other funds transfer system is not accepted, and reasonable enquiries have failed to establish another address or account of the distribution recipient, the Company is not obliged to send or transfer a dividend or other sum payable in respect of that share to that person until he notifies the Company of an address or account to be used for that purpose. If the cheque, warrant or money order is returned undelivered or left uncashed or transfer not accepted on two consecutive occasions, the Company may exercise this power without making any such enquiries.


96.	NON-CASH DISTRIBUTIONS


96.1	Subject to the terms of issue of the share in question, the Company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including shares or other securities in any company).


96.2	For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution:


96.2.1	issuing fractional certificates (or ignoring fractions);


96.2.2	fixing the value of any assets;


96.2.3	paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients; and


96.2.4	vesting any assets in trustees.


97.	WAIVER OF DISTRIBUTIONS


97.1	Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the Company notice in writing to that effect, but if:


97.1.1	the share has more than one holder; or


97.1.2	more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.


98.	SCRIP DIVIDENDS

98.1

Subject to the Act, but without prejudice to article 59, the directors may, with the prior authority of an ordinary resolution of the Company, allot to those holders of a particular class of shares who have elected to receive them further shares of that class or ordinary shares in either case credited as fully paid (" new shares ") instead of cash in respect of all or part of a dividend or dividends specified by the resolution.


98.2	The directors may on any occasion determine that the right of election under article 98.1 shall be subject to any exclusions, restrictions or other arrangements that the directors may in their absolute discretion deem necessary or expedient to deal with legal or practical problems under the laws of, or the requirements of a recognised regulatory body or a stock exchange in, any territory.


98.3	Where a resolution under article 98.1 is to be proposed at a general meeting and the resolution relates in whole or in part to a dividend to be declared at that meeting, then the resolution declaring the dividend is deemed to take effect at the end of that meeting.


98.4	A resolution under article 98.1 may relate to a particular dividend or to all or any dividends declared or paid within a specified period, but that period may not end later than five years after the date of the meeting at which the resolution is passed.

98.5

The entitlement of each holder of shares to new shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any associated tax credit) of the dividend which would otherwise have been received by the holder (the " relevant dividend ") provided that, in calculating the entitlement, the directors may at their discretion adjust the figure obtained by dividing the relevant value by the amount payable on the new shares up or down so as to procure that the entitlement of each holder of shares may be represented by a simple numerical ratio. For this purpose the " relevant value " of each of the new shares shall be as determined by or in accordance with the resolution under article 98.1. A certificate or report by the auditors as to the value of the new shares to be allotted in respect of any dividend shall be conclusive evidence of that amount.


98.6	The directors may make any provision they consider appropriate in relation to an allotment made or to be made under this article (whether before or after the passing of the resolution under article 98.1), including:


98.6.1	the giving of notice to holders of the right of election offered to them;


98.6.2	the provision of forms of election (whether in respect of a particular dividend or dividends generally);


98.6.3	determination of the procedure for making and revoking elections;


98.6.4	the place at which, and the latest time by which, forms of election and other relevant documents must be lodged in order to be effective; and


98.6.5	the disregarding or rounding up or down or carrying forward of fractional entitlements, in whole or in part, or the accrual of the benefit of fractional entitlements to the Company (rather than to the holders concerned).

98.7

The dividend (or that part of the dividend in respect of which a right of election has been offered) is not declared or payable on shares in respect of which an election has been duly made (the " elected shares "); instead new shares are allotted to the holders of the elected shares on the basis of allotment calculated as in article 98.5. For that purpose, the directors may resolve to capitalise out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and distribution to the holders of the elected shares. A resolution of the directors capitalising part of the reserves has the same effect as if the directors had resolved to effect the capitalisation with the authority of an ordinary resolution of the Company under article 99. In relation to the capitalisation the directors may exercise all the powers conferred on them by article 99 without an ordinary resolution of

the Company.


98.8	The new shares rank pari passu in all respects with each other and with the fully paid shares of the same class in issue on the record date for the dividend in respect of which the right of election has been offered, but they will not rank for a dividend or other distribution or entitlement which has been declared or paid by reference to that record date.


98.9	In relation to any particular proposed dividend, the directors may in their absolute discretion decide:


98.9.1	that holders shall not be entitled to make any election in respect of, and that any election previously made shall not extend to, such dividend; or


98.9.2	at any time prior to the allotment of the new shares which would otherwise be allotted in lieu of such dividend, that all elections to take new shares in lieu of such dividend shall be treated as not applying to that dividend, and if so the dividend shall be paid in cash as if no elections had been made in respect of it.

CAPITALISATION OF PROFITS AND RESERVES


99.	AUTHORITY TO CAPITALISE AND APPROPRIATION OF CAPITALISED SUMS


99.1	Subject to the Act and the articles, the directors may, if they are so authorised by an ordinary resolution:


99.1.1	decide to capitalise any amount standing to the credit of the Company's reserves (including share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, which are not required for paying a preferential dividend; and


99.1.2	appropriate any sum which they so decide to capitalise (a " capitalised sum ") to the persons who would have been entitled to it if it were distributed by way of dividend (the " persons entitled ") and in the same proportions.


99.2	Capitalised sums must be applied:


99.2.1	on behalf of the persons entitled; and


99.2.2	in the same proportions as a dividend would have been distributed to them.


99.3	Any capitalised sum may be applied in paying up new shares of a nominal amount equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.


99.4	A capitalised sum which was appropriated from profits available for distribution may be applied:


99.4.1	in or towards paying up any amounts unpaid on existing shares held by the persons entitled; or


99.4.2	in paying up new debentures of the Company which are then allotted credited as fully paid to the persons entitled or as they may direct.


99.5	Subject to the Act and the articles the directors may:


99.5.1	apply capitalised sums in accordance with articles 99.3 and 99.4 partly in one way and partly in another;


99.5.2	make such arrangements as they think fit to resolve a difficulty arising in the distribution of a

capitalised sum and in particular to deal with shares or debentures becoming distributable in fractions under this article the directors may deal with fractions as they think fit (including the issuing of fractional certificates, disregarding fractions or selling shares or debentures representing the fractions to a person for the best price reasonably obtainable and distributing the net proceeds of the sale in due proportion amongst the members (except that if the amount due to a member is less than €5, or such other sum as the directors may decide, the sum may be retained for the benefit of the Company));


99.5.3	authorise any person to enter into an agreement with the Company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them or the payment by the Company on behalf of the members of the amounts or part of the amounts or part of the amounts remaining unpaid on their existing shares under this article; and


99.5.4	generally do all acts and things required to give effect to the resolution.


100.	RECORD DATES


100.1	Notwithstanding any other provision of the articles, but subject to the Act and rights attached to shares, the Company or the directors may fix any date as the record date for a dividend, distribution, allotment or issue. The record date may be on or at any time before or after a date on which the dividend, distribution, allotment or issue is declared, made or paid.

PART 5

MISCELLANEOUS PROVISIONS COMMUNICATIONS


101.	MEANS OF COMMUNICATION TO BE USED


101.1	Save where these articles expressly require otherwise, any notice, document or information to be sent or supplied by, on behalf of or to the Company may be sent or supplied in accordance with the Act (whether authorised or required to be sent or supplied by the Act or otherwise):


101.1.1	in hard copy form,


101.1.2	in electronic form; or


101.1.3	by means of a website.


101.2	Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.


101.3	A director may agree with the Company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

101.4

A notice, document or information sent by post and addressed to a member at his registered address or address for service in the United Kingdom is deemed to be given to or received by the intended recipient 24 hours after it was put in the post if pre paid as first class post and 48 hours after it was put in the post if pre paid as second class post, and in proving service it is sufficient to prove that the envelope containing the notice, document or information was properly addressed, pre paid and posted.


101.5	A notice, document or information sent by or on behalf of the Company by pre-paid airmail post between

different countries is deemed to have been given to, and received by, the intended recipient on the third business day after posting.


101.6	A notice, document or information sent or supplied by electronic means to an address specified for the purpose by the member is deemed to have been given to or received by the intended recipient 24 hours after it was sent, and in proving service it is sufficient to prove that the communication was properly addressed and sent.


101.7	A notice, document or information sent or supplied by means of a website is deemed to have been given to or received by the intended recipient when:


101.7.1	the material was first made available on the website; or


101.7.2	if later, when the recipient received (or, in accordance with this article 101, is deemed to have received) notification of the fact that the material was available on the website.


101.8	A notice, document or information not sent by post but delivered by hand (which include delivery by courier) to a registered address or address for service is deemed to be given on the day it is left.


101.9	A notice, document or information served or delivered by or on behalf of the Company by any other means authorised in writing by the member concerned is deemed to be served when the Company has taken the action it has been authorised to take for that purpose.


101.10	A qualifying person present at a meeting of the holders of a class of shares is deemed to have received due notice of the meeting and, where required, of the purposes for which it was called.


101.11	A person who becomes entitled to a share by transmission, transfer or otherwise is bound by a notice in respect of that share (other than a notice served by the Company under section 793 of the Act) which, before his name is entered in the register, has been properly served on a person from whom he derives his title.

101.12

In the case of joint holders of a share, a notice, document or information shall be validly sent or supplied to all joint holders if sent or supplied to whichever of them is named first in the register in respect of the joint holding. Anything to be agreed or specified in relation to a notice, document or information to be sent or supplied to joint holders, may be agreed or specified by the joint holder who is named first in the register in respect of the joint holding.

101.13

The Company may give a notice, document or information to a transmittee as if he were the holder of a share by addressing it to him by name or by the title of representative of the deceased or trustee of the bankrupt member (or by similar designation) at an address in the United Kingdom or the United States supplied for that purpose by the person claiming to be a transmittee. Until an address has been supplied, a notice, document or information may be given in any manner in which it might have been given if the death or bankruptcy had not occurred. The giving of notice in accordance with this article is sufficient notice to any other person interested in the share.


101.14	A member whose registered address is not within the United Kingdom or the United States shall not be entitled to receive any notice, document or information from the Company unless:


101.14.1	the Company is able, in accordance with the Act, to send the notice, document or information in electronic form or by means of a website; or


101.14.2	the member gives to the Company a postal address within the United Kingdom or the United States at which notices to the member may be given.


102.	LOSS OF ENTITLEMENT TO NOTICES

102.1

Subject to the Act and any other applicable rules, a member (or in the case of joint holders, the person who is named first in the register) who has no registered address within the United Kingdom or the United States, and has not supplied to the Company an address within the United Kingdom or the United States at which notice or other documents or information can be given to him, shall not be entitled to receive any notice or other documents or information from the Company. Such a member (or in the case of joint holders, the person who is named first in the register) shall not be entitled to receive any notice or other documents or information from the Company even if he has supplied an address for the purposes of receiving notices or other documents or information in electronic form.


102.2	If:


102.2.1	the Company sends two consecutive documents to a member over a period of at least 12 months; and


102.2.2	each of those documents is returned undelivered, or the Company receives notification that it has not been delivered, that member ceases to be entitled to receive notices from the Company.


102.3	A member who has ceased to be entitled to receive notices from the Company becomes entitled to receive such notices again by sending the Company:


102.3.1	a new address to be recorded in the register; or


102.3.2	if the member has agreed that the Company should use a means of communication other than sending things to such an address, the information that the Company needs to use that means of communication effectively.

ADMINISTRATIVE ARRANGEMENTS


103.	SECRETARY


103.1	Subject to the Act, the directors shall appoint a secretary or joint secretaries and may appoint one or more persons to be an assistant or deputy secretary on such terms and conditions (including remuneration) as they think fit.


103.2	The directors may remove a person appointed under this article 103 from office and appoint another or others in his place.


103.3	Any provision of the Act or of the articles requiring or authorising a thing to be done by or to a director and the secretary is not satisfied by its being done by or to the same person acting both as director and as, or in the place of, the secretary.


104.	CHANGE OF NAME

The directors may change the name of the Company.


105.	AUTHENTICATION OF DOCUMENTS


105.1	A director or the secretary or another person appointed by the directors for the purpose may authenticate:


105.1.1	documents affecting the constitution of the Company (including the articles);


105.1.2	resolutions passed by the Company or holders of a class of shares or the directors or a committee of the directors; and


105.1.3	books, records, documents and accounts relating to the business of the Company,


105.1.4	and may certify copies or extracts as true copies or extracts.


106.	COMPANY SEALS


106.1	The directors must provide for the safe custody of every seal.


106.2	A seal may be used only by the authority of a resolution of the directors or of a committee of the directors.


106.3	The directors may decide who will sign an instrument to which a seal is affixed (or, in the case of a share certificate, on which the seal may be printed) either generally or in relation to a particular instrument or type of instrument. The directors may also decide, either generally or in a particular case, that a signature may be dispensed with or affixed by mechanical means.


106.4	Unless otherwise decided by the directors:


106.4.1	share certificates and certificates issued in respect of debentures or other securities (subject to the provisions of the relevant instrument) need not be signed or, if signed, a signature may be applied by mechanical or other means or may be printed; and


106.4.2	every other instrument to which a seal is affixed shall be signed by one director and by the secretary or a second director, or by one director in the presence of a witness who attests his signature.


107.	RECORDS OF PROCEEDINGS


107.1	The directors must make sure that proper minutes are kept in minute books of:


107.1.1	all appointments of officers and committees made by the directors and of any remuneration fixed by the directors; and


107.1.2	all proceedings (including the names of the directors present at such meeting) of general meetings;


107.1.3	meetings of the holders of any class of shares in the Company;


107.1.4	the directors' meetings; and


107.1.5	meetings of committees of the directors.


107.2	If purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting, minutes are conclusive evidence of the proceedings at the meeting.


107.3	The directors must ensure that the Company keeps records, in the books kept for the purpose, of all directors' written resolutions.


107.4	All such minutes and written resolutions must be kept for at least 10 years from the date of the meeting or written resolution as the case may be.


108.	DESTRUCTION OF DOCUMENTS


108.1	The Company is entitled to destroy:


108.1.1	all instruments of transfer of shares (including documents constituting the renunciation of an allotment of shares) which have been registered, and all other documents on the basis of which any entries are made in the register, from six years after the date of registration;


108.1.2	all dividend mandates (or mandates for other amounts), variations or cancellations of such mandates, and notifications of change of address, from two years after they have been recorded;


108.1.3	all share certificates which have been cancelled from one year after the date of the cancellation;


108.1.4	all paid dividend warrants and cheques from one year after the date of actual payment;


108.1.5	all proxy notices from one year after the end of the meeting to which the proxy notice relates; and


108.1.6	all other documents on the basis of which any entry in the register is made at any time after 10 years from the date an entry in the register was first made in respect of it.


108.2	If the Company destroys a document in good faith, in accordance with the articles, and without express notice to the Company that the preservation of the document is relevant to a claim, it is conclusively presumed in favour of the Company that:


108.2.1	entries in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed were duly and properly made;


108.2.2	any instrument of transfer so destroyed was a valid and effective instrument duly and properly registered;


108.2.3	any share certificate so destroyed was a valid and effective certificate duly and properly cancelled; and


108.2.4	any other document so destroyed was a valid and effective document in accordance with its recorded particulars in the books or records of the Company.


108.3	This article does not impose on the Company any liability which it would not otherwise have if it destroys any document before the time at which this article permits it to do so or in any case where the conditions of this article are not fulfilled.


108.4	In this article, references to the destruction of any document include a reference to its being disposed of in any manner.


109.	ACCOUNTS


109.1	The directors must ensure that accounting records are kept in accordance with the Act and any other applicable rules.


109.2	The accounting records shall be kept at the registered office of the Company or, subject to the Act, at

another place decided by the directors and shall be available during business hours for the inspection of the directors and other officers. No member (other than a director or other officer) has the right to inspect an accounting record or other document except if that right is conferred by the Act or he is authorised by the directors or by an ordinary resolution of the Company.


109.3	In respect of each financial year, a copy of the Company's annual accounts, the directors' report, the strategic report, the directors' remuneration report and the auditors' report on those accounts and on the auditable part of the directors' remuneration report shall be sent or supplied to:


109.3.1	every member (whether or not entitled to receive notices of general meetings);


109.3.2	every holder of debentures (whether or not entitled to receive notices of general meetings); and


109.3.3	every other person who is entitled to receive notices of general meetings, not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act. This article does not require copies of the documents to which it applies to be sent or supplied to:


109.3.4	a member or holder of debentures of whose address the Company is unaware; or


109.3.5	more than one of the joint holders of shares or debentures.


109.4	The directors may determine that persons entitled to receive a copy of the Company's annual accounts, the directors' report, the strategic report, the directors' remuneration report and the auditors' report on those accounts and on the auditable part of the directors' remuneration report are those persons entered on the register at the close of business on a day determined by the directors.


109.5	Where permitted by the Act, the strategic report with supplementary material in the form and containing the information prescribed by the Act may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by article 109.3.


110.	PROVISION FOR EMPLOYEES ON CESSATION OF BUSINESS

The directors may decide to make provision for the benefit of persons (other than a director or former director or shadow director) employed or formerly employed by the Company or any of its subsidiary undertakings (or any member of his family, including a spouse or former spouse, or any person who is or was dependent on him) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking.


111.	WINDING UP OF THE COMPANY


111.1	On a voluntary winding up of the Company the liquidator may, on obtaining any sanction required by law:


111.1.1	divide among the members in kind the whole or any part of the assets of the Company, whether or not the assets consist of property of one kind or of different kinds; and


111.1.2	vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he, with the like sanction, shall determine.


111.2	For this purpose the liquidator may:


111.2.1	set the value he deems fair on a class or classes of property; and


111.2.2	determine on the basis of that valuation and in accordance with the then existing rights of members how the division is to be carried out between members or classes of members.


111.3	The liquidator may not, however, distribute to a member without his consent an asset to which there is attached a liability or potential liability for the owner.

DIRECTORS' INDEMNITY AND INSURANCE


112.	INDEMNITY OF OFFICERS AND FUNDING DIRECTORS' DEFENCE COSTS

112.1

To the extent permitted by the Act and without prejudice to any indemnity to which he may otherwise be entitled, every person who is or was a director or other officer of the Company or an associated company (other than any person (whether or not an officer of the Company or an associated company) engaged by the Company or an associated company as auditor) shall be and shall be kept indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by him (whether in connection with any negligence, default, breach of duty or breach of trust by him or otherwise as a director or such other officer of the Company or an associated company) in relation to the Company or an associated company or its/their affairs provided that such indemnity shall not apply in respect of any liability incurred by him:


112.1.1	to the Company or to any associated company;


112.1.2	to pay a fine imposed in criminal proceedings;


112.1.3	to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising);


112.1.4	in defending any criminal proceedings in which he is convicted;


112.1.5	in defending any civil proceedings brought by the Company, or an associated company, in which judgment is given against him; or


112.1.6	in connection with any application under any of the following provisions in which the court refuses to grant him relief, namely:


(a)	section 661(3) or (4) of the Act (acquisition of shares by innocent nominee); or


(b)	section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct).


112.2	In article 112.1.4, 112.1.5 or 112.1.6 the reference to a conviction, judgment or refusal of relief is a reference to one that has become final. A conviction, judgment or refusal of relief becomes final:


112.2.1	if not appealed against, at the end of the period for bringing an appeal; or


112.2.2	if appealed against, at the time when the appeal (or any further appeal) is disposed of.

An appeal is disposed of:


112.2.3	if it is determined and the period for bringing any further appeal has ended; or


112.2.4	if it is abandoned or otherwise ceases to have effect.

112.3

To the extent permitted by the Act and without prejudice to any indemnity to which he may otherwise be entitled, every person who is or was a director of the Company acting in its capacity as a trustee of an occupational pension scheme shall be and shall be kept indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by him in connection with the Company's activities as trustee of the scheme provided that such indemnity shall not apply in respect of any liability incurred by him:


112.3.1	to pay a fine imposed in criminal proceedings;


112.3.2	to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); or


112.3.3	in defending criminal proceedings in which he is convicted.

For the purposes of this article, a reference to a conviction is to the final decision in the proceedings. The provisions of article 112.2 shall apply in determining when a conviction becomes final.

112.4

Without prejudice to article 112.1 or to any indemnity to which a director may otherwise be entitled, and to the extent permitted by the Act and otherwise upon such terms and subject to such conditions as the directors may in their absolute discretion think fit, the directors shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with an application under section 661(3) or (4) of the Act (acquisition of shares by innocent nominee) or section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct) or in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority or to enable a director to avoid incurring any such expenditure.

112.5

Where at any meeting of the directors or a committee of the directors any arrangement falling within article 112.4 is to be considered, a director shall be entitled to vote and be counted in the quorum at such meeting unless the terms of such arrangement confers upon such director a benefit not generally available to any other director; in that event, the interest of such director in such arrangement shall be deemed to be a material interest for the purposes of article 21 and he shall not be so entitled to vote or be counted in the quorum.


113.	INSURANCE


113.1	To the extent permitted by the Act, the directors may exercise all the powers of the Company to purchase and maintain insurance for the benefit of a person who is or was:


113.1.1	a director or a secretary of the Company or of a company which is or was a subsidiary undertaking of the Company or in which the Company has or had an interest (whether direct or indirect); or


113.1.2	trustee of a retirement benefits scheme or other trust in which a person referred to in article 113.1.1 is or has been interested,

indemnifying him and keeping him indemnified against liability for negligence, default, breach of duty or

breach of trust or other liability which may lawfully be insured against by the Company.

SENSATA TECHNOLOGIES HOLDING PLC

FIRST AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN

(as amended and restated effective as of March 28, 2018)

ARTICLE I

ESTABLISHMENT AND PURPOSE; ADMINISTRATION

1.1 Establishment . Sensata Technologies Holding plc (formerly Sensata Technologies Holding N.V.), a public limited liability company incorporated under the laws of England and Wales (the " Company "), established an equity incentive plan known as the "Sensata Technologies N.V. 2010 Equity Incentive Plan" (the " Original Plan "). The Original Plan became effective as of March 8, 2010 (the " Original Effective Date ") concurrent with its adoption by the Company's management board (the " Board ") on such date. The Original Plan was amended and restated by the Company’s Board effective March 28, 2018 and became known as the "Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan" (the " Plan ").

1.2 Purpose . The Plan is intended to promote the long‑term growth and profitability of the Company and its Subsidiaries by providing those Persons who are or will be involved in the Company's and its Subsidiaries' growth with an opportunity to acquire an ownership interest in the Company, thereby encouraging such Persons to contribute to and participate in the success of the Company and its Subsidiaries. Under the Plan, the Company may make Awards (as defined in Section 3.1 ) to such present and future officers, directors, employees (including Persons to whom an offer of employment has been extended), consultants, and advisors of the Company or its Subsidiaries as may be selected in the sole discretion of the Committee (collectively, " Participants "). Participation in the Plan is voluntary.

1.3 Administration . The Plan shall be administered by the Committee; provided that the Board may, in its discretion, at any time and from time to time, resolve that certain specified actions or determinations of the Committee shall require the approval of the Board, in which case, solely with respect to such specified actions and determinations, the term "Committee" shall be deemed to mean the recommendation of the Committee, as approved by the Board, for all purposes herein; and provided further that the Board may, in its discretion, at any time and from time to time, resolve to administer the Plan, in which case the term "Committee" shall be deemed to mean the Board for all purposes herein. The Committee shall have the power and authority to prescribe, amend and rescind rules and procedures governing the administration of this Plan, including, but not limited to the full power and authority (a) to interpret the terms of this Plan, the terms of any Awards made under this Plan, and the rules and procedures established by the Committee governing any such Awards, (b) to determine the rights of any person under this Plan, or the meaning of requirements imposed by the terms of this Plan or any rule or procedure established by the Committee, (c) to select Participants for Awards under the Plan, (d) to determine the number of Ordinary Shares to be covered by each Award granted under this Plan, (e) to determine the amount of cash to be covered by each Award granted under his Plan, (f) to determine whether, to what extent and under what circumstances grants of Options and other Awards under the Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of this Plan; (g) to determine whether and under what circumstances an Option may be settled in cash, Ordinary Shares and/or Restricted Securities under Section 4.6(a) , (h) to determine whether an Option is an Incentive Stock Option or Non‑Qualified Stock Option, (i) to establish performance and vesting standards, (j) to impose such limitations, restrictions and conditions upon such Awards as it shall deem appropriate, (k) to modify, extend or renew an Award, provided, however, that such action does not subject the Award to Section 409A of the Code without the consent of the Participant, and does not disqualify an awarded intended to be performance‑based under Section 162(m) from being performance‑based, (l) to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan, (m) to correct any defect or omission or reconcile any inconsistency in the Plan, and (n) to make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan, subject to such limitations as may be imposed by the Code or other applicable law and except as specifically provided by this Plan. Each action of the Board shall be binding on all persons. The Board may, to the extent permissible by law, delegate any of its authority hereunder to such persons as it deems appropriate, so long as such delegation does not result in awards intended to be performance‑based from being disqualified as such under Section 162(m). The expenses of the Plan shall be borne by the Company. The Company shall not be required to establish any special or separate fund or make any other segregation of assets to assume the obligations pursuant to any Award made under the Plan, and rights to any payment in connection with such Awards shall be no greater than the rights of the Company's general creditors.

ARTICLE II

DEFINITIONS

As used in this Plan, unless otherwise specified in an Award Agreement, the following terms shall have the meanings set forth below:

" Affiliate " of a Person means any other Person, entity or investment fund controlling, controlled by, or under common control with such Person and, in the case of a Person which is a partnership, any partner of such Person.

" Award Agreement " means a notice from the Company to a Participant, or a written or electronic agreement between the Company and a Participant, in either case setting forth the terms, conditions, and limitations applicable to an Award, as amended from time to time. All Award Agreements shall be deemed to include all of the terms and conditions of the Plan, except to the extent otherwise approved by the Board and set forth in an Award Agreement.

" Award Securities " means, with respect to a Participant, any Restricted Securities issued to such Participant hereunder, any Ordinary Shares issued to such Participant upon exercise of any Options granted hereunder, and any Ordinary Shares issued to such Participant in connection with any other Award made under the Plan. For all purposes of this Plan, Award Securities will continue to be Award Securities in the hands of any holder other than a Participant (except for the Company and purchasers pursuant to a Public Sale), and each such other holder of Award Securities will succeed to all rights and obligations attributable to such Participant as a holder of Award Securities hereunder. Award Securities will also include Ordinary Shares issued with respect to Award Securities by way of a security split, security dividend or other recapitalization.

" Cause " means, for any Participant, the meaning given to such term in an employment or other similar agreement entered into by such Participant and the Company or any of its Affiliates on or after the Original Effective Date and approved by the Board (which meaning shall continue to apply whether or not such agreement ceases to be effective, unless and until Participant subsequently enters into a superseding employment or other similar agreement that contains a definition of "Cause", in which case the meaning in such superseding agreement shall apply), or, in the absence of any such agreement, it shall mean (i) the commission of, or indictment for, a felony or a crime involving moral turpitude or the commission of any other act or any omission to act involving dishonesty, disloyalty or fraud with respect to the Company or any of its Subsidiaries or any of their customers or suppliers, (ii) failure to perform duties as reasonably directed by the Board or such Participant's supervisor(s), if any, (iii) gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries, (iv) Detrimental Activity, or (v) any other material breach of the terms of this Plan, an Award Agreement or any other agreement with the Company or any of its Subsidiaries to which such Participant is a party.

" Change in Control " means (i) any transaction or series of transactions in which any Person (whether by merger, sale of securities, recapitalization, or reorganization) becomes the "beneficial owner" (as defined in Rule 13d‑3 under the Exchange Act or any successor thereto), directly or indirectly, of securities of the Company representing more than 50% of the total voting power in the Company, provided that the acquisition of additional securities by any Person that owns more than 50% of the voting power prior to such acquisition of additional securities shall not be a Change in Control, (ii) during any twelve‑month period, individuals who at the beginning of such period constitute the Board and any new directors whose election by the Board or nomination for election by the Company's stockholders was approved by at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in all or a portion of 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) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, and (iv) a sale or disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis; provided, that in any instance where an Award is treated as deferred compensation within the meaning of Section 409A of the Code, "Change in Control" shall mean a "change in control" as defined in Section 409A(a)(2)(v) of the Code and the guidance issued thereunder.

" Code " means the Internal Revenue Code of 1986, as it may be amended from time to time.

" Committee " means the Compensation Committee of the Board.

" Companies Act " means the United Kingdom Companies Act 2006.

" Detrimental Activity " means any breach of any confidentiality, non‑compete, non‑solicitation or similar agreement with the Company or any of its Subsidiaries (in each case including any such provision included in an Award Agreement or other agreement), or any arrangement dealing with ownership or protection of the Company's and its Subsidiaries' proprietary rights.

" Disability " means, with respect to any Participant, the meaning given to such term in an employment or other similar agreement entered into by such Participant and the Company or any of its Affiliates on or after the Original Effective Date and approved by the Board (which meaning shall continue to apply whether or not such agreement ceases to be effective, unless and until Participant subsequently enters into a superseding employment or other similar agreement that contains a definition of "Disability", in which case the meaning in such superseding agreement shall apply), or, in the absence of any such agreement, it shall mean such Participant's incapacity due to physical or mental illness, which incapacity makes Participant eligible to receive disability benefits under the Company's or its Subsidiaries' long‑term disability plans or any equivalent thereof; provided, that in any instance where an Award is treated as "deferred compensation" within the meaning of Section 409A of the Code, "Disability" shall be interpreted consistently with the meaning of Section 409A(a)(2)(C) of the Code and guidance issued thereunder.

" Fair Market Value " of an Ordinary Share of the Company means, as of the date in question, the officially‑quoted closing selling price of the Ordinary Shares (or if no selling price is quoted, the bid price) on the principal securities exchange or market on which the Ordinary Shares are then listed for trading (including, for this purpose, the New York Stock Exchange or the Nasdaq National Market) (the " Market ") for the applicable trading day or, if the Ordinary Shares are not then listed or quoted in the Market, the Fair Market Value shall be the fair value of the Ordinary Shares determined in good faith by the Board using any reasonable method; provided, however, that when shares received upon exercise of an Option are immediately sold in the open market, the net sale price received may be used to determine the Fair Market Value of any shares used to pay the exercise price or applicable withholding taxes and to compute the withholding taxes.

" Incentive Stock Option " means an option conforming to the requirements of Section 422 of the Code and/or any successor thereto.

" Initial Public Offering " means the initial public offering and sale of Ordinary Shares pursuant to an effective registration statement under the Securities Act.

" Non‑Qualified Stock Option " means any Option awarded under the Plan that is not an Incentive Stock Option.

" Ordinary Shares " means the Company's Ordinary Shares, par value €0.01 per share, or in the event that the outstanding shares of ordinary share capital are hereafter recapitalized, converted into or exchanged for different stock or securities of the Company, such other stock or securities.

" Performance Goals " means goals established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable based on one or more of the performance goals set forth in Exhibit A hereto.

" Performance Period " means the designated period during which the Performance Goals must be satisfied with respect to the Award to which the Performance Goals relate.

" Person " means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a government or any branch, department, agency, political subdivision or official thereof.

" Public Sale " means any sale pursuant to a registered public offering under the Securities Act or any similar securities law applicable outside of the United States, or any sale to the public through a broker, dealer or market maker pursuant to Rule 144 promulgated under the Securities Act or any similar exemption under any securities law applicable outside of the United States.

" Securities Act " means the Securities Act of 1933, as amended from time to time.

" Subsidiary " means any corporation, partnership, limited liability company, or other entity in which the Company owns, directly or indirectly, stock or other equity securities or interests possessing 50% or more of the total combined voting power of such entity.

" Termination Date " means the date on which a Participant is no longer employed by the Company or any of its Subsidiaries for any reason. For the avoidance of doubt, a Participant's Termination Date shall be considered to be the last date of his actual and active employment with the Company or one of its Subsidiaries, whether such day is selected by agreement with the Participant

or unilaterally by the Company or such Subsidiary and whether advance notice is or is not given to the Participant; no period of notice that is or ought to have been given under applicable law in respect of the termination of employment will be taken into account in determining entitlement under the Plan.

" Transfer " means any direct or indirect sale, transfer, assignment, pledge, encumbrance or other disposition (whether with or without consideration and whether voluntary or involuntary or by operation of law, including to the Company or any of its Subsidiaries) of any interest.

ARTICLE III

AWARDS AND ELIGIBILITY

3.1 Awards . Awards under the Plan (" Awards ") may be granted in any of the following forms: (i) options to purchase Ordinary Shares pursuant to the Plan (" Options "), (ii) rights pursuant to an Award granted under Article V herein (" Stock Appreciation Rights "), (iii) Ordinary Shares pursuant to the Plan and subject to certain restrictions under Article VI herein (" Restricted Securities "), (iv) Awards granted to a Participant pursuant to the Plan contingent upon achieving certain Performance Goals (" Performance Awards "), (v) Awards granted pursuant to the Plan which are valued in whole or in part by reference to, or are payable in or otherwise based on, Ordinary Shares, including, without limitation, an Award valued by reference to an Affiliate (" Other Stock‑Based Awards "), (vi) other cash‑based Awards pursuant to the Plan which are payable in cash at such time or times and subject to the terms and conditions as determined by the Committee in its sole discretion (" Other Cash‑Based Awards ") and (vii) any combination thereof. Unless the Committee determines otherwise, each grant of any Awards shall be evidenced by a written or electronic Award Agreement containing such restrictions, terms and conditions, if any, as the Committee may require; provided that if there is any conflict between any provision of the Plan and any provision approved by the Committee and expressly set forth in an Award Agreement, such express provisions of the Award Agreement shall govern.

3.2 Maximum Securities Available .

(a) Subject to adjustments as provided in Section 3.2(c) , an aggregate of 10,000,000 Ordinary Shares may be issued pursuant to the Plan. Such Ordinary Shares may be in whole or in part authorized and unissued or held by the Company as treasury shares. If any Award under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited as to any Ordinary Shares, then such unpurchased or forfeited Ordinary Shares may thereafter be available for further Awards under the Plan as the Committee shall determine. Without limiting the generality of the foregoing provisions of this Section 3.2(a) or any other section of this Plan, the Committee may, at any time or from time to time, and on such terms and conditions (that are consistent with and not in contravention of the other provisions of this Plan) as the Committee may, in its sole discretion, determine, enter into agreements (or take other actions with respect to the Awards) for new Awards containing terms (including exercise prices) more (or less) favorable than the outstanding Awards. The maximum number of Incentive Stock Options that may be issued pursuant to the Plan shall be 10,000,000.

(b) Individual Participant Limitations . To the extent required by Section 162(m) of the Code for Awards under the Plan intended to qualify as "performance‑based compensation," (i) the Committee shall not grant to any one Participant, in any one calendar year, Options or Stock Appreciation Rights or Restricted Securities, or Other Stock‑Based Awards for which the grant of such Award is subject to the attainment of Performance Goals, to purchase a number of Ordinary Shares in excess of 50% of the total number of Ordinary Shares authorized under the Plan pursuant to Section 3.2(a) , and (ii) the maximum value of a cash payment made under an Other Cash‑Based Award to any one Participant in any one calendar year shall not exceed $5,000,000, in each case, unless otherwise provided for in an Award Agreement.

(i) In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or any other change in the corporate structure or shares of the Company, the Committee shall make such adjustment as it deems appropriate, in its sole discretion, in the number and kind of Ordinary Shares or other property available for issuance under the Plan (including, without limitation, the total number of Ordinary Shares available for issuance under the Plan pursuant to Section 3.2(a) ), in the number and kind of Options, Stock Appreciation Rights, Restricted Securities, Ordinary Shares or other property covered by Awards previously made under the Plan, and in the exercise price of outstanding Options and Stock Appreciation Rights. Any such adjustment shall be final, conclusive and binding for all purposes of the Plan. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation or in which a Change in Control is to occur, all of the Company's obligations regarding Awards that were granted hereunder and that are outstanding on the date of such event shall, on such terms as may be approved by the Committee prior to such event, be assumed by the surviving or continuing corporation or canceled in exchange for property (including cash).

(ii) Without limitation of the foregoing, in connection with any transaction of the type specified by clause (iii) of the definition of a Change in Control in Article II , the Committee may, in its discretion, (i) cancel any or all outstanding Options under the Plan in consideration for payment to the holders thereof of an amount equal to the portion of the consideration that would have been payable to such holders pursuant to such transaction if their Options had been fully exercised immediately prior to such transaction, less the aggregate exercise price that would have been payable therefor, or (ii) if the amount that would have been payable to the Option holders pursuant to such transaction if their Options had been fully exercised immediately prior thereto would be equal to or less than the aggregate exercise price that would have been payable therefor, cancel any or all such Options for no consideration or payment of any kind. Payment of any amount payable pursuant to the preceding sentence may be made in cash or, in the event that the consideration to be received in such transaction includes securities or other property, in cash and/or securities or other property in the Committee's discretion.

3.3 Eligibility .

(a) General Eligibility . The Committee may, from time to time, select the Participants who shall be eligible to participate in the Plan and the Awards to be made to each such Participant. The Committee may consider any factors it deems relevant in selecting Participants and in making Awards to such Participants. The Committee's determinations under the Plan (including, without limitation, determinations of which Persons are to receive Awards and in what amount) need not be uniform and may be made by it selectively among Persons who are eligible to receive Awards under the Plan.

(b) Incentive Stock Options . Notwithstanding the foregoing, only employees of the Company and its Subsidiaries (as defined for this purpose in Section 424(f) of the Code or any successor thereto) are eligible to be granted Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in the Plan shall be determined by the Committee in its sole discretion.

(c) Securities Laws . In connection with the grant of any Awards under the Plan or any issuance of any Award Securities, the Company will comply with applicable securities laws, including, to the extent applicable, the Securities Act and the rules and regulations promulgated thereunder. In furtherance of the foregoing, the Committee may, in its sole discretion, establish certain conditions for the grant of any Awards under the Plan including, without limitation, the time schedule upon which Awards may be granted, and the Committee will take into account any such established conditions, to the extent applicable, when granting or making any other determinations with respect to Awards under the Plan.

3.4 No Right to Continued Employment; No Entitlement to Future Awards . Nothing in this Plan or (in the absence of an express provision to the contrary) in any Award Agreement, as applicable, shall confer on any Participant any right to continue in the employment of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries to terminate such Participant's employment at any time for any reason or to continue such Participant's present (or any other) rate of compensation. The grant of an Award to any Participant shall not create any rights in such Participant to any subsequent Awards by the Company, no Award hereunder shall be considered a condition of such Participant's employment, and no profit with respect to an Award shall be considered part of such Participant's salary or compensation under any severance statute or other applicable law.

3.5 Exchange of Prior Awards . In connection with any new Award, the Committee shall have the right, at its discretion, to condition a Participant's receipt of such new Award on the requirement that such Participant return to the Company Awards previously granted to him or her under the Plan. Subject to the provisions of the Plan, such new Award shall be upon such terms and conditions as are specified by the Committee at the time the new Award is made.

ARTICLE IV

OPTIONS

4.1 Options . The Committee shall have the right and power to grant to any Participant, at any time prior to the termination of this Plan, Options in such quantity, at such price, on such terms and subject to such conditions that are consistent with this Plan and established by the Committee. The Committee may choose to grant, in its sole discretion, Incentive Stock Options and/or Non‑Qualified Stock Options. All Options granted under this Plan shall be in the form described in this Article IV , or in such other form or forms as the Committee may determine, and shall be subject to such additional terms and conditions and evidenced by Award Agreements, as shall be determined from time to time by the Committee. Except as otherwise set forth in an Award Agreement, Options shall be subject to all of the terms and conditions contained in this Plan.

4.2 Incentive Stock Options . It is the Company's intent that Non‑Qualified Stock Options granted under the Plan not be classified as Incentive Stock Options, that Incentive Stock Options be consistent with and contain or be deemed to contain all provisions required under Section 422 of the Code and any successor thereto, and that any ambiguities in construction be interpreted

in order to effectuate such intent. If an Incentive Stock Option granted under the Plan does not qualify as such for any reason, then to the extent of such non‑qualification, the Option represented thereby shall be regarded as a Non‑qualified Stock Option duly granted under the Plan, provided that such Option otherwise meets the Plan's requirements for Non‑qualified Stock Options

4.3 Vesting of Options .

(a) The Committee shall determine the terms and conditions upon which each Option becomes exercisable which may but need not include, without limitation, time vesting and/or performance vesting. Options shall be exercisable by a Participant only to the extent that they are vested. Except as provided for in Section 4.3(b) , Options shall vest only so long as a Participant remains employed by the Company or one of its Subsidiaries.

(b) Vesting on Change in Control . Unless otherwise specified in an Award Agreement, in the event of a Change in Control, if a Participant is terminated without Cause within 24 months thereafter, all of such Participant's Options shall be considered 100% vested.

4.4 Normal Expiration . The term during which each Option may be exercised shall be determined by the Committee, but if required by the Code and except as otherwise provided herein, no Option shall be exercisable in whole or in part more than ten years from the date it is granted, and no Incentive Stock Option granted to a Participant who at the time of the grant owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries shall be exercisable more than five years from the date it is granted. All rights to purchase Ordinary Shares pursuant to an Option shall, unless sooner terminated, expire at the date designated by the Committee.

4.5 Expiration on Termination . Unless the Committee determines otherwise, if a Participant ceases to be employed by the Company and its Subsidiaries for any reason, then the portion of such Participant's Options that have not fully vested as of the Termination Date shall expire at such time. Unless the Committee determines otherwise, the portion of a Participant's Options that are not subject to vesting or that have fully vested as of such Participant's Termination Date shall expire (i) 60 days after the Termination Date if such Participant ceases to be employed by the Company and its Subsidiaries for any reason other than termination with Cause or due to death or Disability, (ii) on the Termination Date if such Participant's employment is terminated with Cause, and (iii) in the event such Participant dies or suffers a Disability, on the date that is six months after the date on which such Participant's employment ceases due to such Participant's death or Disability.

4.6 Exercise .

(a) Procedure for Exercise . Unless otherwise specified in an Award Agreement, at any time after all or any portion of a Participant's Options have become vested and prior to their expiration, a Participant may exercise all or any specified portion of such vested Options by delivering written notice of exercise specifically identifying the particular Options to the third party service provider that has been appointed by the Company to administer the Awards (an " Exercise Notice "), together with (i) a written acknowledgment that such Participant has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to such Participant regarding the Company and (ii) payment in full of the exercise price, in accordance with Section 4.6(b) or as otherwise determined by the Committee; provided that, for the avoidance of doubt, any participant who is also subject to Section 16 of the of the Securities Exchange Act of 1934, as amended (the " 1934 Act ") must further comply with the notice procedures of the Company's insider trading and disclosure policies as in effect from time to time.

(b) Payment .

(i) Unless the Committee determines otherwise, payment shall be made (A) in cash (including check, bank draft, money order or wire transfer of immediately available funds), (B) to the extent permitted by applicable law, by simultaneous sale through a broker reasonably acceptable to the Committee of Ordinary Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board, (C) by authorizing the Company to withhold from issuance a number of Ordinary Shares issuable upon exercise of the options which, when multiplied by the Fair Market Value of an Ordinary Share on the date of exercise, is equal to the aggregate exercise price payable with respect to the Options so exercised or (D) by any combination of the foregoing.

(ii) In the event a Participant elects to pay the exercise price payable with respect to an Option pursuant to clause (C) of Section 4.6(b)(i) above, only a whole number of Ordinary Share(s) (and not fractional Shares) may be withheld in payment. When payment of the exercise price is made by withholding of Ordinary Shares, the difference, if any, between the aggregate exercise price payable with respect to the Option being exercised and the Fair Market Value of the Ordinary Shares withheld in payment (plus any applicable taxes) shall be paid in cash. No Participant may authorize the withholding of

Ordinary Shares having a Fair Market Value exceeding the aggregate exercise price payable with respect to the Option being exercised (plus any applicable taxes). Any withheld Ordinary Shares shall no longer be issuable under such Option.

(c) Exercise Price . The exercise price of a Participant's Options shall be specified in such Participant's Award Agreement. Such exercise price shall be denominated in U.S. Dollars and determined based upon the currency exchange rate between Euros and U.S. Dollars as published in the Wall Street Journal on the date of grant of such Options (or at such other time as specified in an Award Agreement). The price per Ordinary Share deliverable upon the exercise of each Option ("exercise price") shall not be less than 100% of the Fair Market Value of an Ordinary Share as of the date of grant of the Option, and in the case of the grant of any Incentive Stock Option to a Participant who, at the time of the Grant, owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the exercise price may not be less than 110% of the Fair Market Value of a share of Common Stock as of the date of grant of the Option, in each case unless otherwise determined by the Committee and permitted by Section 422 of the Code or any successor thereto.

(d) Limitation on Repricing . Other than pursuant to Section 3.2(c), the Committee shall not without the approval of the Company's stockholders (a) lower the exercise price per Share of an Option after it is granted, (b) cancel an Option where the exercise price per Share exceeds the Fair Market Value of one Share in exchange for cash or another Award (other than in connection with a Change in Control), or (c) take any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.

4.7 Incentive Stock Option Limitations . To the extent that the aggregate Fair Market Value (determined as of the time of grant) of Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by an eligible Participant during any calendar year under this Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent (as defined for this purpose in Section 424 of the Code or any successor thereto) exceeds $100,000, such Options shall be treated as Non‑Qualified Stock Options. Should any provision of this Plan not be necessary in order for the Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend this Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.

4.8 Deferred Delivery of Award Securities . The Committee may in its discretion permit Participants to defer delivery of Award Securities acquired pursuant to a Participant's exercise of an Option in accordance with the terms and conditions established by the Committee in the applicable Award Agreement, which shall be intended to comply with the requirements of Section 409A of the Code.

4.9 Rights as a Securityholder . Unless the Committee determines otherwise, a Participant holding Options shall have no rights as a securityholder with respect to any Award Securities issuable upon exercise thereof until the earlier of the date on which such Award Securities are identified on the share register(s) of the Company and the date on which a certificate is issued to such Participant representing such Award Securities. Except as otherwise expressly provided in the Plan or in any Award Agreement, no adjustment in respect of any Award Securities shall be made for cash dividends or other rights for which the record date is prior to the earlier of the date on which such Award Securities are identified on the share register(s) of the Company and the date on which a certificate is issued to such Participant representing such Award Securities.

ARTICLE V

STOCK APPRECIATION RIGHTS

5.1 Stock Appreciation Rights . The Committee shall have the right and power to grant to any Participant, at any time prior to the termination of this Plan, Stock Appreciation Rights, whether or not in tandem with Options, in such quantity, at such price, on such terms and subject to such conditions that are consistent with this Plan and established by the Committee. Stock Appreciation Rights granted under this Plan shall be in the form described in this Article V , or in such other form or forms as the Committee may determine, and shall be subject to such additional terms and conditions and evidenced by Award Agreements, as shall be determined from time to time by the Committee. Except as otherwise set forth in an Award Agreement, Stock Appreciation Rights shall be subject to all of the terms and conditions contained in this Plan.

5.2 Vesting of Stock Appreciation Rights .

(a) The Committee shall determine the terms and conditions upon which each Stock Appreciation Rights becomes exercisable which may but need not include, without limitation, time vesting and/or performance vesting. Stock Appreciation Rights shall be exercisable by a Participant only to the extent that they are vested. Except as provided for in Section 5.2(b) , Stock Appreciation Rights shall vest only so long as a Participant remains employed by the Company or one of its Subsidiaries.

5.3 Normal Expiration . The term during which each Stock Appreciation Right may be exercised shall be determined by the Committee, but if required by the Code and except as otherwise provided herein, no Stock Appreciation Right shall be exercisable in whole or in part more than ten years from the date it is granted.

5.4 Expiration on Termination . Unless the Committee determines otherwise, if a Participant ceases to be employed by the Company and its Subsidiaries for any reason, then the portion of such Participant's Stock Appreciation Rights that have not fully vested as of the Termination Date shall expire at such time. Unless the Committee determines otherwise, the portion of a Participant's Stock Appreciation Rights that are not subject to vesting or that have fully vested as of such Participant's Termination Date shall expire (i) 60 days after the Termination Date if such Participant ceases to be employed by the Company and its Subsidiaries for any reason other than termination with Cause or due to death or Disability, (ii) on the Termination Date if such Participant's employment is terminated with Cause, and (iii) in the event such Participant dies or suffers a Disability, on the date that is six months after the date on which such Participant's employment ceases due to such Participant's death or Disability.

5.5 Exercise; Payment . Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award Agreement. Unless otherwise specified in an Award Agreement, Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Ordinary Shares (as chosen by the Board in its sole discretion) equal in value to the excess of the Fair Market Value of one Ordinary Share on the date that the right is exercised over the Fair Market Value of one Ordinary Share on the date that the right was awarded to the Participant.

5.6 Limitation on Repricing . Other than pursuant to Section 3.2(c), the Committee shall not without the approval of the Company's stockholders (a) lower the exercise price per Share of a Stock Appreciation Right after it is granted, (b) cancel a Stock Appreciation Right where the exercise price per Share exceeds the Fair Market Value of one Share in exchange for cash or another Award (other than in connection with a Change in Control), or (c) take any other action with respect to a Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.

5.7 Limited Stock Appreciation Rights . The Committee may, in its sole discretion, grant Stock Appreciation Rights either as a general Stock Appreciation Right or as a Limited Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised only upon the occurrence of a Change in Control or such other event as the Committee may, in its sole discretion, designate at the time of grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise provided in an Award Agreement, the Participant shall receive in cash and/or Ordinary Shares, as determined by the Committee, an amount equal to the amount set forth in Section 5.5 .

5.8 Other Terms and Conditions . The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Stock Appreciation Right on a cashless basis on the last day of the term of such Stock Appreciation Right if the Participant has failed to exercise the Stock Appreciation Right as of such date, with respect to which the Fair Market Value of the Ordinary Shares underlying the Stock Appreciation Right exceed the exercise price of such Stock Appreciation Right on the date of expiration of such Stock Appreciation Right, subject to Section 12.4 . Stock Appreciation Rights may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.

ARTICLE VI

RESTRICTED SECURITIES

6.1 Restricted Securities . The Committee shall have the right and power to grant to any Participant, at any time prior to the termination of this Plan, Restricted Securities in such quantity, at such price, on such terms and subject to such conditions that are consistent with this Plan and established by the Committee. Restricted Securities granted under this Plan shall be in the form described in this Article VI , or in such other form or forms as the Committee may determine, and shall be subject to such additional terms and conditions and evidenced by Award Agreements, as shall be determined from time to time by the Committee. Except as otherwise set forth in an Award Agreement, Restricted Securities shall be subject to all of the terms and conditions contained in this Plan.

6.2 Issuance of Restricted Securities . The Committee shall have the right and power to issue Restricted Securities to any Participant, at such prices as may be established by the Committee in its discretion, which prices, in respect of Ordinary Shares, shall not be less than the nominal values of such Ordinary Shares. The consideration for any such issue (if any) shall be cash, unless otherwise determined by the Committee.

6.3 Vesting of Restricted Securities .

(a) The Committee shall determine the terms and conditions upon which each Restricted Security vests, which may but need not include, without limitation, time vesting and/or performance vesting; provided, however, that in no event shall any Restricted Security granted to an employee of the Company or any of its Subsidiaries vest in fewer than three years (in the case of a time‑vesting award), or one year (in the case of a performance‑vesting award).

6.4 Restricted Security Certificates . If the Restricted Securities are to be certificated under the terms of the Company's organizational documents, unless otherwise specified in an Award Agreement, the Company shall issue, in the name of each Participant to whom Restricted Securities have been granted or sold, certificates representing the total number of Restricted Securities granted or sold to such Participant, as soon as reasonably practicable after such grant or sale. The Company shall hold such certificates for the Participant's benefit, unless otherwise specified in an Award Agreement, until such Restricted Securities become freely transferable, at which time the Company shall deliver such certificates (free of all such transferability restrictions) to the Participant.

6.5 Expiration on Termination .

(a) Unless the Committee determines otherwise, if a Participant ceases to be employed by the Company and its Subsidiaries for any reason, then the portion of such Participant's Restricted Securities that are not subject to vesting or that have not fully vested as of the Termination Date shall be forfeited at such time. The portion of a Participant's Restricted Securities that have fully vested as of such Participant's Termination Date shall be forfeited on the Termination Date only if such Participant's employment is terminated with Cause.

(b) Reimbursement of Consideration . In the instance that the Participant paid any consideration to the Company in connection with the issuance of any portion of the Participant's Restricted Securities and if any of such Restricted Securities are forfeited pursuant to Section 6.5(a) , unless otherwise specified in an Award Agreement, the Company shall reimburse the Participant for the lesser of (i) the amount of consideration paid for the forfeited Restricted Securities and (ii) the Fair Market Value of the forfeited Restricted Securities on the Termination Date.

(c) Rights of a Participant . Unless the Committee determines otherwise, any Participant who holds Restricted Securities shall have the right to receive dividends and distributions, if any are declared, with respect to such Restricted Securities; provided, however, that any dividends or distributions in respect of unvested Restricted Securities will be withheld by the Company and will be delivered to the Participant only to the extent and at such time as such Restricted Securities become fully vested. Any Securities received by a Participant as a result of any such dividends or distributions shall be considered Restricted Securities and shall be subject to all of the restrictions contained in the Plan (including Section 6.4 ).

ARTICLE VII

PERFORMANCE AWARDS

7.1 Performance Awards . The Committee shall have the right and power to grant to any Participant, at any time prior to the termination of this Plan, Performance Awards. The Committee may grant Performance Awards that are intended to qualify as "performance‑based compensation" under Section 162(m) of the Code, as well as Performance Awards that are not intended to qualify as "performance‑based compensation" under Section 162(m) of the Code. If the Performance Award is payable in shares of Award Securities, such shares shall be transferable to the Participant only upon attainment of the relevant Performance Goal in accordance with Article VII . If the Performance Award is payable in cash, it may be paid upon the attainment of the relevant Performance Goals either in cash or in shares of Award Securities (based on the then current Fair Market Value of such shares), as determined by the Committee, in its sole and absolute discretion. Performance Awards granted under this Plan shall be in the form described in this Article VII , or in such other form or forms as the Committee may determine, and shall be subject to such additional terms and conditions and evidenced by Award Agreements, as shall be determined from time to time by the Committee. With respect to Performance Awards that are intended to qualify as "performance‑based compensation" under Section 162(m) of the Code, the Committee shall condition the right to payment of any Performance Award upon the attainment of objective Performance Goals established pursuant to Section 7.2(c) .

7.2 Terms and Conditions . Performance Awards awarded pursuant to this Article VII shall be subject to the following terms and conditions:

(a) Earning of Performance Award. At the expiration of the applicable Performance Period, the Committee shall determine the extent to which the Performance Goals established pursuant to Section 7.2(c) are achieved and the percentage of each Performance Award that has been earned.

(b) Non‑Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred during the Performance Period.

(c) Objective Performance Goals, Formulae or Standards. With respect to Performance Awards that are intended to qualify as "performance‑based compensation" under Section 162(m) of the Code, the Committee shall establish the objective Performance Goals for the earning of Performance Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as "performance‑based compensation" under Section 162(m) of the Code.

(d) Dividends . Unless the Committee determines otherwise at the time of the Award, amounts equal to dividends declared during the Performance Period with respect to the number of Ordinary Shares covered by a Performance Award will not be paid to the Participant.

(e) Payment . Following the Committee's determination in accordance with Section 7.2(a) , the Company shall settle Performance Awards, in such form (including, without limitation, in Award Securities or in cash) as determined by the Committee, in an amount equal to such Participant's earned Performance Awards. Notwithstanding the foregoing, the Committee may, in its sole discretion, award an amount less than the earned Performance Awards and/or subject the payment of all or part of any Performance Award to additional vesting, forfeiture and deferral conditions as it deems appropriate.

(f) Termination . Unless otherwise specified in an Award Agreement, if a Participant ceases to be employed by the Company and its Subsidiaries for any reason, then any unvested Performance Award will be forfeited.

(g) Vesting . Vesting of any Performance Award shall be determined by the Committee. Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, at or after grant, accelerate the vesting of all or any part of any Performance Award.

ARTICLE VIII

OTHER STOCK‑BASED AND CASH‑BASED AWARDS

8.1 Other Stock‑Based Awards .

(a) The Committee shall have the right and power to grant to any Participant, at any time prior to the termination of this Plan, Other Stock Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Ordinary Shares, including but not limited to, Award Securities awarded purely as a bonus and not subject to restrictions or conditions, Award Securities in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, stock equivalent units, restricted stock units, and Awards valued by reference to book value of Ordinary Shares. Other Stock‑Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan.

(b) Subject to the provisions of the Plan, the Committee shall have authority to determine the Participants, to whom, and the time or times at which, such Awards shall be made, the number of Award Securities to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Award Securities under such Awards upon the completion of a specified Performance Period.

(c) The Committee may condition the grant or vesting of Other Stock‑Based Awards upon the attainment of specified Performance Goals as the Committee may determine, in its sole discretion; provided that to the extent that such Other Stock‑Based Awards are intended to comply with Section 162(m) of the Code, the Committee shall establish the objective

Performance Goals for the grant or vesting of such Other Stock‑Based Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as "performance‑based compensation" under Section 162(m) of the Code.

8.2 Terms and Conditions . Other Stock‑Based Awards made pursuant to this Article VIII shall be subject to the following terms and conditions:

(a) Non‑Transferability . Subject to the applicable provisions of the Award Agreement and the Plan, Award Securities subject to Awards made under this Article VIII may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.

(b) Dividends . Unless otherwise determined by the Committee at the time of Award, subject to the provisions of the Award Agreement and the Plan, the recipient of an Award under this Article VIII shall not be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the number of Ordinary Shares covered by the Award, as determined at the time of the Award by the Committee, in its sole discretion.

(c) Vesting . Any Award under this Article VIII and any Award Securities covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion.

(d) Price . Award Securities issued on a bonus basis under this Article VIII may be issued for no cash consideration except where this would contravene the Companies Act. Award Securities purchased pursuant to a purchase right awarded under this Article VIII shall be priced, as determined by the Committee in its sole discretion.

8.3 Other Cash‑Based Awards . The Committee may from time to time grant Other Cash‑Based Awards to Participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall determine in its sole discretion. Other Cash‑Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. The grant of an Other Cash‑Based Award shall not require a segregation of any of the Company's assets for satisfaction of the Company's payment obligation thereunder.

ARTICLE IX

LISTING, REGISTRATION AND QUALIFICATION

9.1 Compliance with Laws . Each Award shall be subject to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the securities subject to such Award upon any securities exchange or under any state or federal securities or other law or regulation or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting of such Award or the issue or purchase of securities thereunder, no such Award may be exercised or paid in Ordinary Shares in whole or in part unless such listing, registration, qualification, consent or approval (a " Required Listing ") shall have been effected or obtained and the holder of the Award will supply the Company with such certificates, representations and information as the Company shall request which are reasonably necessary or desirable in order for the Company to obtain such Required Listing, and shall otherwise cooperate with the Company in obtaining such Required Listing. In the case of officers and other Persons subject to Section 16(b) of the 1934 Act, or any similar securities law applicable outside of the United States, the Committee may at any time impose any limitations upon the exercise of an Award which, in the Committee's discretion, are necessary or desirable in order to comply with Section 16(b) of the 1934 Act and the rules and regulations thereunder and any similar securities law applicable outside of the United States.

ARTICLE X

TRANSFERABILITY

10.1 Unless the Committee determines otherwise, no Award granted under the Plan shall be transferable by a Participant other than by will or the laws of descent and distribution; provided that, in the case of Restricted Securities granted under the Plan, such Restricted Securities shall be freely transferable following the time at which such restrictions shall have lapsed with respect

to such Restricted Securities. Any attempted Transfer of an Award which is not specifically permitted under the Plan shall be null and void. Unless the Committee determines otherwise, an Award may be exercised only by the Participant to which it was granted; by his or her executor or administrator, the executor or administrator of the estate of any of the foregoing, or any Person to whom the Award is transferred by will or the laws of descent and distribution; or by his or her guardian or legal representative; or the guardian or legal representative of any of the foregoing; provided that Incentive Stock Options may be exercised by any guardian or legal representative only if permitted by the Code and any regulations thereunder. All provisions of this Plan and any applicable Award Agreement shall in any event continue to apply to any Award granted under the Plan (or any Award Securities received in respect of an Award) and transferred as permitted by this Article X , and any transferee of any such Award (or Award Securities) shall be bound by all provisions of this Plan and any applicable Award Agreement as and to the same extent as the applicable original grantee. Any permitted Transfer of an Award under this Section 10.1 shall be for zero consideration.

ARTICLE XI

DETRIMENTAL ACTIVITY

11.1 Unless the Committee determines otherwise, (i) in the event that a Participant engages in Detrimental Activity prior to any exercise, distribution or settlement of any Award, such Award shall thereupon terminate and expire, (ii) in the event that a Participant resigns at a time after engaging in Detrimental Activity, such resignation shall nonetheless be treated as a termination with Cause for all purposes hereunder, (iii) as a condition of the exercise, distribution or settlement of any Award, the Committee may, at its sole discretion, require the Participant to certify at the time of exercise, in a manner acceptable to the Company, that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in any Detrimental Activity, and (iv) in the event that the Participant engages in Detrimental Activity during the one‑year period commencing on the date of exercise, distribution or settlement of an Award, whether or not such Person continues to be employed by the Company, the Company shall be entitled to recover from such Participant at any time within one year after such exercise, settlement, or distribution, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise, distribution or settlement (whether at the time of exercise, distribution or settlement or thereafter). The foregoing provisions described in this Article XI shall terminate upon a Change in Control.

ARTICLE XII

OTHER PROVISION S

12.1 Nominal Value . Award Securities may be subscribed for on the exercise of an Option or otherwise allotted under the Plan provided their nominal value is paid up in accordance with the Companies Act.

12.2 Indemnification . No member of the Board, including members of the Committee, nor any Person to whom ministerial duties have been delegated, shall be Personally liable for any action, interpretation or determination made with respect to the Plan or Awards made thereunder, and each member of the Board shall be fully indemnified and protected by the Company with respect to any liability he or she may incur with respect to any such action, interpretation or determination, to the extent permitted by applicable law and to the extent provided in the Company's Articles of Association, as amended from time to time, or under any agreement between any such member and the Company.

12.3 Termination and Amendment .

(a) Amendment and Termination of the Plan . Except as otherwise provided in an Award Agreement, the Board, without approval of the stockholders, may amend, modify or terminate the Plan, except that no amendment shall become effective without prior approval of the stockholders of the Company if stockholder approval would be required by applicable law or regulations, including if required for continued compliance with the performance‑based compensation exception of Section 162(m) of the Code or any successor thereto, under the provisions of Section 409A of the Code or any successor thereto, under the provisions of Section 422 of the Code or any successor thereto, or by any listing requirement of the principal stock exchange on which the Ordinary Shares are then listed.

(b) Amendment or Substitution of Grants under the Plan . The terms of any outstanding Award under the Plan may be amended from time to time by the Committee in its discretion in any manner that it deems appropriate including, but not limited to, acceleration of the date of exercise of any Award and/or payments thereunder or of the date of lapse of restrictions on Award Securities (but, in the case of an Award that is or would be treated as "deferred compensation" for purposes of Section 409A of the Code, only to the extent permitted by guidance issued under Section 409A of the Code without resulting in the excise tax thereunder); provided that, except as otherwise provided in Section 12.3 or in an Award Agreement, no such amendment shall adversely affect in a material manner any right of a Participant under the Award without his or her written consent, and as provided in Sections 4.6(d) and 5.6 respectively. The Committee may, in its discretion, permit holders of Awards under the Plan to surrender outstanding Awards in order to exercise or realize rights under other Awards, or in exchange for new Awards, or require holders

of Awards to surrender outstanding Awards as a condition precedent to the receipt of new Awards under the Plan, but only if such surrender, exercise, realization, exchange or Award (a) is not treated as a payment of, and does not cause a Award to be treated as, deferred compensation for the purposes of Section 409A of the Code or (b) is permitted under guidance issued pursuant to Section 409A of the Code without resulting in the excise tax thereunder.

12.4 Taxes .

(a) The Company shall have the right to require Participants or their beneficiaries or legal representatives to remit to the Company an amount sufficient to satisfy his or her minimum federal, state, local and foreign withholding tax requirements, or to deduct from all payments under the Plan amounts sufficient to satisfy such minimum withholding tax requirements. Whenever payments under the Plan are to be made to a Participant in cash, such payments shall be net of any amounts sufficient to satisfy all federal, state, local and foreign withholding tax requirements.

(b) The Committee may, in its discretion permit a Participant to satisfy his or her tax withholding obligation by having the Company withhold from Award Securities otherwise deliverable to such Participant. Award Securities withheld shall be valued at Fair Market Value as of the date on which income is required to be recognized for income tax purposes. Once a Participant has Award Securities withheld hereunder, such action shall be irrevocable. Any deliver of Award Securities under this Section 12.4 shall be subject to the conditions and pursuant to the procedures of Section 4.6(b) .

12.5 Withholding . In a situation where, if a Participant were to receive Restricted Securities or other Award Securities through exercise of an Option or other Award, the Company or any of its Affiliates (or a former Affiliate) would be obliged to (or would suffer a disadvantage if it were not to) account for any tax or social security contributions in any jurisdiction for which that Person would be liable by virtue of the receipt of Award Securities or which would be recoverable from that Person (together, the " Tax Liability "), the Restricted Securities may not be issued nor the Options or other Awards exercised unless that Person has either (i) made a payment to the Company or any of its Affiliates (or a former Affiliate) of an amount at least equal to the Company's estimate of the Tax Liability, or (ii) entered into arrangements acceptable to the Company or any of its Affiliates (or a former Affiliate) to secure that such a payment is made (whether by authorizing the sale of some or all of the Restricted Securities and/or other Award Securities, as applicable, on his or her behalf and the payment to the Company or any of its Affiliates (or a former Affiliate) of the relevant amount out of the proceeds of sale or otherwise).

12.6 Section 409A of the Code .

(a) The Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award 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 Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. In no event shall the Company, the Board, or any of their respective Affiliates be liable to any Participant or any other Person for any cost, expense, tax, liability or other detriment imposed on a Participant or any other Person under Section 409A of the Code related to such Participant's acceptance of any Award or participation in the transactions contemplated by the Plan. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of "nonqualified deferred compensation" (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a "specified employee" (as defined under Section 409A of the Code) as a result of his or her separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) on the payment date that immediately follows the end of such six month period or as soon as administratively practicable thereafter.

(b) Except as otherwise provided in an Award Agreement, notwithstanding any of the foregoing provisions of the Plan, and in addition to the powers of amendment set forth in Sections 12.2 and 12.3 hereof, the provisions hereof and the provisions of any Award made hereunder may be amended unilaterally by the Company from time to time to the extent necessary (and only to the extent necessary) to prevent the implementation, application or existence (as the case may be) of any such provision from (i) requiring the inclusion of any compensation deferred pursuant to the provisions of the Plan (or an award thereunder) in a Participant's gross income pursuant to Section 409A of the Code, and the regulations issued thereunder from time to time and/

or (ii) inadvertently causing any award hereunder to be treated as providing for the deferral of compensation pursuant to such Code section and regulations.

12.7 Section 162(m) Transition . The Plan was adopted by the Board and approved by the Company's stockholders, both of which occurred prior to the Initial Public Offering. The Plan is intended to constitute a plan described in Treasury Regulation Section 1.162−27(f)(1), pursuant to which the deduction limits under Section 162(m) of the Code do not apply during the applicable reliance period. The reliance period shall end on the earliest to occur of the following: (i) the date of the first meeting of stockholders of the Company at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Initial Public Offering occurs; (ii) the date the Plan is materially amended for purposes of Treasury Regulation Section 1.162−27(h)(1)(iii); or (iii) the date all Ordinary Shares available for issuance have been allocated.

12.8 Participant Compliance .

(a) In connection with the subscription to or exercise of any Award, and/or the transfer of any Award Security, Participant shall comply with (i) all applicable securities laws, including, to the extent applicable, the Securities Act, the 1934 Act, and the rules and regulations promulgated thereunder and (ii) to the extent applicable to such Participant, the insider trading and disclosure policies or procedures of the Company as in effect from time to time.

(b) In connection with the subscription to or exercise of any Award, Participant shall execute such documents necessary for the Company to perfect exemptions from registration under any applicable federal and state securities laws in the United States and elsewhere as the Company may reasonably request.

12.9 Data Protection . By participating in the Plan or accepting any rights granted under it, each Participant consents to the collection and processing of Personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. This data will include, but may not be limited to, data about participation in the Plan and securities offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Options were granted) about the Participant and his participation in the Plan.

12.10 Notices . Notices required or permitted to be made under the Plan shall be in writing and shall be deemed given, delivered and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile prior to 5:00 p.m. (New York time) on a business day, (ii) the business day after the date of transmission, if such notice or communication is delivered via facsimile later than 5:00 p.m. (New York time) on any business day and earlier than 11:59 p.m. (New York time) on the day preceding the next business day, (iii) one (1) business day after when sent, if sent by nationally recognized overnight courier service (charges prepaid), and (iv) actual receipt by the Person to whom such notice is required to be given. All notices shall be addressed (a) to a Participant at such Participant's address as set forth in the books and records of the Company and its Subsidiaries, or (b) to the Company or the Committee at the principal office of the Company clearly marked "Attention: Compensation Committee".

12.11 Severability . Whenever possible, each provision of this Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Plan shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

12.12 Prior Agreements . No provision of any employment, severance, incentive award, or other similar agreement entered into by a Participant, on the one hand, and any Subsidiary of the Company, on the other hand, prior to the Original Effective Date shall modify or have any effect in any manner on any provision of this Plan or any term or condition of any Award Agreement to which such Participant is a party. Without limiting the generality of the foregoing, any provision in any such agreement that purports to apply in any manner to options, security, equity‑based awards or the like shall not apply to or have any effect on any Awards under the Plan.

12.13 Governing Law and Forum; Waiver of Jury Trial . The Plan shall be construed and interpreted in accordance with the laws of the State of New York, United States. Each Participant who accepts an Award thereby agrees that any suit, action or proceeding brought by or against such Participant in connection with this Plan shall be brought solely in the state and federal courts sitting in the State of New York, County of New York, United States, and each Participant consents to the jurisdiction and venue of each such court. EACH PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF HIS OR HER RIGHTS OR OBLIGATIONS HEREUNDER.

* * * * *

EXHIBIT A

PERFORMANCE GOALS

To the extent permitted under Section 162(m) of the Code, performance goals established for purposes of Awards intended to be "performance‑based compensation" under Section 162(m) of the Code, shall be based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more of the following performance goals:


•	earnings per share;


•	operating income;


•	gross income;


•	net income (before or after taxes);


•	cash flow;


•	gross profit;


•	gross profit return on investment;


•	gross margin return on investment;


•	gross margin;


•	operating margin;


•	working capital;


•	earnings before interest and taxes;


•	earnings before interest, tax, depreciation and amortization;


•	return on equity;


•	return on assets;


•	return on capital;


•	return on invested capital;


•	net revenues;


•	gross revenues;


•	revenue growth;


•	annual recurring revenues;


•	recurring revenues;


•	license revenues;


•	sales or market share;


•	total shareholder return;


•	economic value added;


•	specified objectives with regard to limiting the level of increase in all or a portion of the Company's bank debt or other long‑term or short‑term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee in its sole discretion;


•	the fair market value of the a share of Common Stock;


•	the growth in the value of an investment in the Common Stock assuming the reinvestment of dividends; or


•	reduction in operating expenses.

With respect to Awards that are intended to qualify as "performance‑based compensation" under Section 162(m) of the Code, to the extent permitted under Section 162(m) of the Code, the Committee may, in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence that the Committee determines should be appropriately excluded or adjusted, including:

(a) restructurings, discontinued operations, extraordinary items or events, and other unusual or non‑recurring charges as described in Accounting Standards Codification Topic 225-20 or Accounting Standards Update (ASU) 2015-01 (or any successor pronouncement thereto) and/or management's discussion and analysis of financial condition and results of operations appearing or incorporated by reference in the Company's Form 10‑K for the applicable year;

(b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company's management; or

Performance goals may also be based upon individual Participant performance goals, as determined by the Committee, in its sole discretion. In addition, Awards that are not intended to qualify as "performance‑based compensation" under Section 162(m) of the Code may be based on the performance goals set forth herein or on such other performance goals as determined by the Committee in its sole discretion.

In addition, such performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division, other operational unit, administrative department or product category of the Company) performance under one or more of the measures described above on an absolute basis or relative to the performance of other corporations or indices. With respect to Awards that are intended to qualify as "performance‑based compensation" under Section 162(m) of the Code, to the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may also designate additional business criteria on which the performance goals may be based.

SENSATA TECHNOLOGIES HOLDING PLC

SECOND AMENDED AND RESTATED 2006 MANAGEMENT OPTION PLAN

(as amended and restated effective as of March 28, 2018)

ARTICLE I

ESTABLISHMENT AND PURPOSE; ADMINISTRATION

1.1 Establishment . On April 27, 2006 (the “ Effective Date ”), Sensata Technologies Holding plc (formerly Sensata Technologies Holding N.V.), a company incorporated under the laws of England and Wales (the “ Company ”), established an equity incentive plan known as the “Sensata Technologies Holding B.V. 2006 Management Option Plan” (the “ Original Plan ”). The Original Plan was amended and restated by the Company’s management board (the “ Board ”) on September 29, 2006 pursuant to a written resolution of the Board, and from and after such date the Original Plan, as amended and restated, became known as the “Sensata Technologies Holding B.V. First Amended and Restated 2006 Management Option Plan” (the “ First Amended and Restated Plan ”). The First Amended and Restated Plan was amended and restated by the Company's Board effective March 28, 2018 and became known as the "Sensata Technologies Holding plc Second Amended and Restated 2006 Management Option Plan" (the "Plan").

1.2 Purpose . The Plan is intended to promote the long-term growth and profitability of the Company and its Subsidiaries by providing those persons who are or will be involved in the Company’s and its Subsidiaries’ growth with an opportunity to acquire an ownership interest in the Company, thereby encouraging such persons to contribute to and participate in the success of the Company and its Subsidiaries. Under the Plan, the Company may make Awards (as defined in Section 3.1 ) to such present and future officers, directors, employees, consultants, and advisors of the Company or its Subsidiaries as may be selected in the sole discretion of the Board (collectively, “ Participants ”). Participation in the Plan is voluntary.

1.3 Administration . The Board shall have the power and authority to prescribe, amend and rescind rules and procedures governing the administration of this Plan, including, but not limited to the full power and authority (a) to interpret the terms of this Plan, the terms of any Awards made under this Plan, and the rules and procedures established by the Board governing any such Awards, (b) to determine the rights of any person under this Plan, or the meaning of requirements imposed by the terms of this Plan or any rule or procedure established by the Board, (c) to select Participants for Awards under the Plan, (d) to set the exercise price of any Options granted under the Plan, (e) to establish performance and vesting standards, (f) to impose such limitations, restrictions and conditions upon such Awards as it shall deem appropriate, (g) to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan, (h) to correct any defect or omission or reconcile any inconsistency in the Plan, and (i) to make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan, subject to such limitations as may be imposed by the Code or other applicable law. Each action of the Board shall be binding on all persons. The Board may, to the extent permissible by law, delegate any of its authority hereunder to such persons as it deems appropriate.

ARTICLE II

DEFINITIONS

As used in this Plan, unless otherwise specified in an Award Agreement, the following terms shall have the meanings set forth below:

“ Adjusted IPO Price ” means a price per Ordinary Share equal to the price per Ordinary Share received by the Company and its securityholders in the Initial Public Offering; provided that, if the Initial Public Offering takes place prior to the fifth anniversary of the Effective Date, then the Adjusted IPO Price means a price per Ordinary Share determined as follows:

Adjusted IPO Price = P × 1.15 ^(D/365)

whereby “P” equals the price per Ordinary Share received by the Company and its securityholders in the Initial Public Offering and “D” equals the number of calendar days by which the date of the Initial Public Offering precedes the fifth anniversary of the Effective Date.

“ Affiliate ” of a Person means any other person, entity or investment fund controlling, controlled by, or under common control with such Person and, in the case of a Person which is a partnership, any partner of such Person.

“ Award Agreement ” means a written agreement between the Company and a Participant setting forth the terms, conditions, and limitations applicable to an Award, as amended from time to time. All Award Agreements shall be deemed to include all of the terms and conditions of the Plan, except to the extent otherwise set forth in an Award Agreement and approved by the Board.

“ Award Securities ” means, with respect to a Participant, any Ordinary Shares issued to such Participant upon exercise of any Options granted hereunder. For all purposes of this Plan, Award Securities will continue to be Award Securities in the hands of any holder other than a Participant (except for the Company, Luxco (or its designees) and purchasers pursuant to a Public Sale), and each such other holder of Award Securities will succeed to all rights and obligations attributable to such Participant as a holder of Award Securities hereunder. Award Securities will also include Ordinary Shares issued with respect to Award Securities by way of a security split, security dividend or other recapitalization.

“ Bain ” means, collectively, Bain Capital Fund VIII, L.P., Bain Capital VIII Coinvestment Fund, L.P., Bain Capital Fund VIII-E, L.P., Bain Capital Fund IX, L.P., Bain Capital IX Coinvestment Fund, L.P., Brookside Capital Partners Fund, L.P., Prospect Harbor Credit Partners, L.P., Sankaty Credit Opportunities, L.P., Sankaty Credit Opportunities II, L.P., Sankaty High Yield Partners III, L.P., BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B, BCIP Trust Associates III-B, and BCIP Associates-G.

“ Cause ” means, for any Participant, the meaning given to such term in an employment or other similar agreement entered into by such Participant and the Company or any of its Affiliates on or after the Effective Date and approved by the Board (which meaning shall continue to apply whether or not such agreement ceases to be effective, unless and until Participant subsequently enters into a superseding employment or other similar agreement that contains a definition of “Cause”, in which case the meaning in such superseding agreement shall apply), or, in the absence of any such agreement, it shall mean (i) the commission of, or indictment for, a felony or a crime involving moral turpitude or the commission of any other act or any omission to act involving dishonesty, disloyalty or fraud with respect to the Company or any of its Subsidiaries or any of their customers or suppliers, (ii) conduct that brings or is reasonably likely to bring the Company or its Subsidiaries into public disgrace or disrepute, (iii) failure to perform duties as reasonably directed by the Board or such Participant’s supervisor(s), if any, (iv) gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries, or (v) any breach of the terms of Article VIII or any other material breach of the terms of this Plan, an Award Agreement or any other agreement with the Company or any of its Subsidiaries to which such Participant is a party.

“ CCMP Capital Asia ” means, collectively, Asia Opportunity Fund II, L.P. and AOF II Employee Co-Invest Fund, L.P.

“ Change in Control ” means (i) any transaction or series of transactions in which the Sponsors (whether by merger, sale of securities, recapitalization, or reorganization) dispose of or sell more than 50% of the total voting power or economic interest in the Company or in Parent to one or more Independent Third Parties, and (ii) a sale or disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis; provided that, in the case of clause (i) above, such transaction shall only constitute a Change in Control if it results in the Sponsors ceasing to have the power (whether by ownership of voting securities, contractual right or otherwise), collectively, to elect a majority of the Board.

“ Code ” means the Internal Revenue Code of 1986, as it may be amended from time to time.

“ Companies Act ” means the United Kingdom Companies Act 2006.

“ Competing Business ” means any business engaged (whether directly or indirectly) in the design, manufacture, marketing, or sale of electromechanical or electronic sensors or controls.

“ Disability ” means, with respect to any Participant, the meaning given to such term in an employment or other similar agreement entered into by such Participant and the Company or any of its Affiliates on or after the Effective Date and approved by the Board (which meaning shall continue to apply whether or not such agreement ceases to be effective, unless and until Participant subsequently enters into a superseding employment or other similar agreement that contains a definition of “Disability”, in which case the meaning in such superseding agreement shall apply), or, in the absence of any such agreement, it shall mean such Participant’s incapacity due to physical or mental illness, which incapacity makes Participant eligible to receive disability benefits under the Company’s or its Subsidiaries’ long-term disability plans.

“ Fair Market Value ” of any Award Security (or any other security) means the fair market value of such Award Security (or such other security, as applicable) as determined in good faith by the Board, and such determination shall be binding and conclusive on the Company, the Participants and all other Persons interested in the Plan.

“ Good Reason ” means, for any Participant, the meaning given to such term in an employment or other similar agreement entered into by such Participant and the Company or any of its Affiliates on or after the Effective Date and approved by the Board (which meaning shall continue to apply whether or not such agreement ceases to be effective, unless and until Participant subsequently enters into a superseding employment or other similar agreement that contains a definition of “Good Reason”, in which case the meaning in such superseding agreement shall apply), or, in the absence of any such agreement, it shall mean (i) a material reduction in such Participant’s annual base salary without such Participant’s prior consent, other than any reduction which is generally applicable to such Participant’s peer executives or which is the result of a bona fide performance evaluation of such Participant in accordance with the Company’s or its Subsidiaries’ policies and practices, (ii) any material breach by the Company or any of its Subsidiaries of any agreement between such Persons and such Participant, or (iii) a change in such Participant’s principal office without such Participant’s prior consent to a location that is more than 100 miles from such Participant’s principal office on the Effective Date, in each case which is not cured to Participant’s reasonable satisfaction within 30 days after delivery of written notice thereof to the Company; provided that, in each case written notice of a Participant’s resignation with Good Reason must be delivered to the Company within 15 days after the occurrence of any such event in order for such Participant’s resignation with Good Reason to be considered as such.

“ Independent Third Party ” means any Person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that, as of the date hereof, does not (together with its Affiliates) own in excess of 5% of the Company’s or Parent’s securities on a fully-diluted basis, who is not an Affiliate of any such 5% owner of the Company’s or Parent’s securities and who is not the spouse or descendent (by birth or adoption) of any such 5% owner of the Company’s or Parent’s securities.

“ Initial Public Offering ” means an initial public offering, after the Effective Date, of the Company’s Ordinary Shares pursuant to an offering registered under the Securities Act or any similar securities law applicable outside of the United States, other than any such offerings which are registered on Forms S-4 or S-8 under the Securities Act or any similar form under any securities law applicable outside of the United States.

“ Luxco ” means Sensata Investment Company S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg.

“ Management Securityholders Addendum ” means the Management Securityholders Addendum, dated as of the date hereof, among the Company and certain of its securityholders, as amended from time to time, a copy of which is attached hereto as Exhibit A .

“ Ordinary Shares ” means the Company’s Ordinary Shares, par value €0.01 per share, or in the event that the outstanding shares of ordinary share capital are hereafter recapitalized, converted into or exchanged for different stock or securities of the Company, such other stock or securities.

“ Parent ” means Luxco, but only so long as Luxco continues to own Ordinary Shares which represent more than 50% of the total voting power or economic interest in the Company.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a government or any branch, department, agency, political subdivision or official thereof.

“ Public Sale ” means any sale pursuant to a registered public offering under the Securities Act or any similar securities law applicable outside of the United States, or any sale to the public through a broker, dealer or market maker pursuant to Rule 144 promulgated under the Securities Act or any similar securities law applicable outside of the United States.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time.

“ Sponsor Inflows ” means, without duplication, as of any measurement date, all cash payments (excluding fees and expense reimbursements) received by the Sponsors (either directly or indirectly through Luxco) with respect to or in exchange for securities of the Company (whether such payments are received from the Company or any third party) from the issuance date of such securities through such measurement date. If such measurement date is the date of consummation of a Change in Control, any securities held by the Sponsors and not transferred in such Change in Control will be deemed to have been sold on such measurement date for the price per security for such securities implied by the Change in Control. If such measurement date is the date of consummation of the Initial Public Offering, any Ordinary Shares held by the Sponsors will be deemed to have been sold on such measurement date for the Adjusted IPO Price.

“ Sponsor Outflows ” means, without duplication, as of any measurement date, all cash payments made (either directly or indirectly through Luxco) by the Sponsors (on a cumulative basis) with respect to or in exchange for securities of the Company (whether such payments are made to the Company or any third party).

“ Sponsors ” means, collectively, Bain and CCMP Capital Asia, in each case together with their respective Affiliates.

“ Subsidiary ” means any corporation, partnership, limited liability company, or other entity in which the Company owns, directly or indirectly, stock or other equity securities or interests possessing 50% or more of the total combined voting power of such entity.

“ Termination Date ” means the date on which a Participant is no longer employed by the Company or any of its Subsidiaries for any reason. For the avoidance of doubt, a Participant’s Termination Date shall be considered to be the last date of his actual and active employment with the Company or one of its Subsidiaries, whether such day is selected by agreement with the Participant or unilaterally by the Company or such Subsidiary and whether advance notice is or is not given to the Participant; no period of notice that is or ought to have been given under applicable law in respect of the termination of employment will be taken into account in determining entitlement under the Plan.

“ Transfer ” means any direct or indirect sale, transfer, assignment, pledge, encumbrance or other disposition (whether with or without consideration and whether voluntary or involuntary or by operation of law, including to the Company or any of its Subsidiaries) of any interest.

ARTICLE III

AWARDS AND ELIGIBILITY

3.1 Awards . Awards under the Plan (“ Awards ”) may be granted in the form of non-qualified options to purchase Ordinary Shares pursuant to the Plan (“ Options ”), as described in Article IV of the Plan. No Option shall be an incentive stock option within the meaning of Section 422(a) of the Code or any successor provision. All Awards shall be made in the form of Options exercisable for Ordinary Shares. Each grant of Options shall be evidenced by a written Award Agreement containing such restrictions, terms and conditions, if any, as the Board

may require; provided that, except as otherwise expressly provided in an Award Agreement, if there is any conflict between any provision of the Plan and an Award Agreement, the provisions of the Plan shall govern.

3.2 Maximum Securities Available . An aggregate of 13,082,236 Ordinary Shares shall be reserved for issuance hereunder with respect to Options. All Awards shall be subject to adjustment by the Board as follows. In the event of any reorganization, recapitalization, security split, security dividend, combination of securities, merger, consolidation or other change in the Ordinary Shares, the Board shall make appropriate equitable changes in the number and type of Ordinary Shares covered by outstanding Awards and the terms thereof as the Board determines in its sole discretion (absent manifest error) are necessary to prevent dilution or enlargement of rights of Participants under the Plan. Without limiting the generality of the foregoing, in the event of any such transaction, the Board shall have the power to make such changes as it deems appropriate in the number and type of securities covered by outstanding Awards, the prices specified therein and the securities or other property to be received upon exercise (which may include providing for cash payment (or no consideration) in exchange for cancellation of outstanding Options). If any Options expire unexercised or unpaid or are canceled, terminated or forfeited in any manner without the issuance of Ordinary Shares or payment thereunder, the securities with respect to which such Options were granted shall again be available under this Plan, subject to the foregoing maximum amounts. Similarly, if any Ordinary Shares issued upon exercise of Options are repurchased by the Company in accordance with the terms hereof, such Ordinary Shares shall again be available under this Plan for reissuance, subject to the foregoing maximum amounts. It is the intention under the Plan that the Board and the chief executive officer of the Company shall consult with each other in good faith for purposes of determining who should be issued Options in respect of Options that are made available pursuant to the preceding two sentences, it being the understanding that the Options described in the first sentence of this Section 3.2 will be and remain fully allocated to Participants and potential newly hired employees of the Company and its Subsidiaries. Ordinary Shares to be issued upon exercise of Options hereunder may be either authorized and unissued securities, treasury securities or a combination thereof, as the Board shall determine.

3.3 Eligibility . The Board may, from time to time, select the Participants who shall be eligible to participate in the Plan and the Awards to be made to each such Participant. The Board may consider any factors it deems relevant in selecting Participants and in making Awards to such Participants. The Board’s determinations under the Plan (including, without limitation, determinations of which persons are to receive Awards and in what amount) need not be uniform and may be made by it selectively among persons who are eligible to receive Awards under the Plan.

3.4 No Right to Continued Employment; No Entitlement to Future Awards . Nothing in this Plan or (in the absence of an express provision to the contrary) in any Award Agreement, as applicable, shall confer on any Participant any right to continue in the employment of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries to terminate such Participant’s employment at any time for any reason or to continue such Participant’s present (or any other) rate of compensation. The grant of an Award to any Participant shall not create any rights in such Participant to any subsequent Awards by the Company, no Award hereunder shall be considered a condition of such Participant’s employment, and no profit with respect to an Award shall be considered part of such Participant’s salary or compensation under any severance statute or other applicable law.

3.5 Exchange of Prior Awards . In connection with any new Award, the Board shall have the right, at its discretion, to condition a Participant’s receipt of such new Award on the requirement that such Participant return to the Company Awards previously granted to him or her under the Plan. Subject to the provisions of the Plan, such new Award shall be upon such terms and conditions as are specified by the Board at the time the new Award is made.

3.6 Securities Laws . The Plan has been instituted by the Company to provide certain compensatory incentives to Participants. In addition, the Plan is intended to qualify for an exemption from the registration requirements under the Securities Act pursuant to Rule 701 of the Securities Act and under applicable state securities laws in the United States and under applicable securities laws in other countries in which Awards are granted.

ARTICLE IV

OPTIONS

4.1 Options . The Board shall have the right and power to grant to any Participant, at any time prior to the termination of this Plan, Options in such quantity, at such price, on such terms and subject to such conditions that are consistent with this Plan and established by the Board. Options granted under this Plan shall be in the form described in this Article IV , or in such other form or forms as the Board may determine, and shall be subject to such additional terms and conditions and evidenced by Award Agreements, as shall be determined from time to time by the Board. Except as otherwise set forth in an Award Agreement, Options shall be subject to all of the terms and conditions contained in this Plan.

4.2 Vesting of Options . Unless otherwise specified in an Award Agreement, all Options shall be subject to vesting in accordance with the provisions of this Section 4.2 . Options shall be exercisable by a Participant only to the extent that they are vested. In addition to the other requirements set forth in this Section 4.2 , Options shall vest only so long as a Participant remains employed by the Company or one of its Subsidiaries. Unless otherwise set forth in an Award Agreement, all Awards of Options shall be divided into two portions, with one such portion exercisable for one-third of the Ordinary Shares for which such Options are exercisable, which shall be referred to hereunder as “ Tranche I Options ”, and one such portion exercisable for two-thirds of the Ordinary Shares for which such Options are exercisable, which shall be referred to hereunder as “ Tranche II Options ”. As used hereunder, the term “ Tranche III Options ” shall refer to the Tranche II Options.

(a) Tranche I Vesting . The Tranche I Options will be subject to time vesting and will time vest on each date set forth below with respect to the cumulative percentage of Tranche I Options that is set forth opposite such date, provided that the Participant holding such Tranche I Options is, and has been, continuously employed by the Company or any of its Subsidiaries from the date of award through such determination date:




Date	Cumulative Percentage of Tranche I Options Vested
2 ^nd anniversary of date of grant	40	%
3 ^rd anniversary of date of grant	60	%
4 ^th anniversary of date of grant	80	%
5 ^th anniversary of date of grant	100	%

Notwithstanding the foregoing, all Tranche I Options shall be considered 100% vested upon consummation of a Change in Control.

(b) Tranche II Vesting . The Tranche II Options shall be subject to time and performance vesting, and will only be deemed fully vested when they have both time vested and performance vested in accordance with the terms hereof. The Tranche II Options will time vest in the same manner as the Tranche I Options. The Tranche II Options will performance vest upon the earlier to occur of a Change in Control or an Initial Public Offering in which the Sponsor Inflows prior to and in connection with such Change in Control or Initial Public Offering are at least two (2) times the Sponsor Outflows prior to such Change in Control or Initial Public Offering.

4.3 Normal Expiration . All Options granted under this Plan shall expire at the close of business on the tenth anniversary of the date of grant to the Participant holding such Options, subject to earlier expiration as provided in this Article IV .

4.4 Expiration in Certain Circumstances .

(a) Expiration on Termination . Unless otherwise specified in an Award Agreement, if a Participant ceases to be employed by the Company and its Subsidiaries for any reason, then the portion of such Participant’s Options that have not fully vested as of the Termination Date shall expire at such time. The portion of a Participant’s Options that have fully vested as of such Participant’s Termination Date shall expire (i) 60 days after the Termination Date if such Participant ceases to be employed by the Company and its Subsidiaries for any reason

other than termination with Cause or due to death or Disability, (ii) on the Termination Date if such Participant’s employment is terminated with Cause, and (iii) in the event such Participant dies or suffers a Disability, on the date that is six months after the date on which such Participant’s employment ceases due to such Participant’s death or Disability.

(b) Expiration on Change in Control or Initial Public Offering . Upon consummation of a Change in Control or an Initial Public Offering, all unvested Tranche II Options and Tranche III Options shall expire at the time of such consummation to the extent they do not otherwise performance vest in connection with such Change in Control or Initial Public Offering, as applicable, in accordance with the provisions of Section 4.2 .

4.5 Exercise .

(a) Procedure for Exercise . Unless otherwise specified in an Award Agreement, at any time after all or any portion of a Participant’s Options have become vested and prior to their expiration, a Participant may exercise all or any specified portion of such vested Options by delivering written notice of exercise specifically identifying the particular Options (including whether the Options are Tranche I Options, Tranche II Options or Tranche III Options) to the Company (an “ Exercise Notice ”), together with (i) a written acknowledgment that such Participant has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to such Participant regarding the Company and (ii) payment in full by delivery of a cashier’s or certified check or wire transfer of immediately available funds in the amount equal to the product of the exercise price multiplied by the number of Award Securities to be acquired, plus the amount of any additional income taxes and employee social security contributions required to be withheld by reason of the exercise of the Options. At the discretion of the Board at any time, or at a Participant’s election in connection with an Initial Public Offering or a Change in Control, a Participant will be permitted to acquire Award Securities upon the exercise of Options without payment in cash therefor pursuant to a cashless exercise of such Options; provided that in connection with the exercise of Options to acquire Ordinary Shares, the Participant shall pay at least an amount in cash equal to the aggregate par value of all Ordinary Shares acquired upon the exercise of such Options, which amount shall be converted into U.S. Dollars based upon the currency exchange rate between Euros and U.S. Dollars as published in the Wall Street Journal on the date of grant of such Options (or at such other time as specified in an Award Agreement). Any cashless exercise shall be effectuated by the Company delivering Ordinary Shares to the Participant with a Fair Market Value equal to (a) the Fair Market Value of all Ordinary Shares issuable upon exercise of such Options, minus (b) the aggregate exercise price of all Ordinary Shares issuable upon exercise of such Options (together with the amount of any income taxes and employee social security contributions arising in respect of such cashless exercise), plus (c) any amounts paid by a Participant in respect of the Ordinary Shares issued upon exercise of such Options.

(b) Special Circumstances . In no event shall the Company, the Board, or any of their respective Affiliates be liable to any Participant or any other Person for any cost, expense, tax, liability or other detriment imposed on a Participant or any other Person under Section 409A of the Code related to such Participant’s acceptance of any Award or participation in the transactions contemplated by the Plan.

(c) Exercise Price . The exercise price of a Participant’s Options shall be specified in such Participant’s Award Agreement. Such exercise price shall be denominated in U.S. Dollars and determined based upon the currency exchange rate between Euros and U.S. Dollars as published in the Wall Street Journal on the date of grant of such Options (or at such other time as specified in an Award Agreement).

4.6 Representations on Exercise . In connection with any exercise of Options and the issuance of Award Securities thereunder (other than pursuant to an effective registration statement under the Securities Act), Participant shall by the act of delivering the Exercise Notice (and without any further action on the part of the Participant) represent and warrant to the Company that as of the time of such exercise:

(a) The Award Securities to be acquired by Participant upon exercise shall be acquired for Participant’s own account and not with a view to, or intention of, distribution thereof in violation of any securities laws in the United States or elsewhere applicable thereto, and the Award Securities shall not be disposed of in contravention of any federal or state securities laws in the United States or elsewhere.

(b) Participant is or was an employee of the Company or one of its Subsidiaries, is sophisticated in financial matters, and is able to evaluate the risks and benefits of the investment in the Award Securities.

(c) Participant is able to bear the economic risks of his investment in the Award Securities for an indefinite period of time and is aware that transfer of the Award Securities may not be possible because (A) such transfer is subject to contractual restrictions on transfer set forth herein and in the Management Securityholders Addendum and (B) the Award Securities have not been registered under any securities laws of the United States or elsewhere and, therefore, cannot be sold unless subsequently registered under any applicable securities laws in the United States and elsewhere or an exemption from such registration is available.

(d) Participant has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Award Securities issued upon exercise and has had full access to such other information concerning the Company as Participant has requested.

In connection with any exercise of Options, Participant shall make such additional customary investment representations as the Company may require and Participant shall execute such documents necessary for the Company to perfect exemptions from registration under any applicable federal and state securities laws in the United States and elsewhere as the Company may reasonably request.

4.7 INTENTIONALLY OMITTED .

4.8 Non-Transferability . All Options are personal to a Participant and, unless otherwise specified in an Award Agreement, are not Transferable by such Participant, other than by will or pursuant to applicable laws of descent and distribution. Only a Participant or his estate or heirs is entitled to exercise Options. All Award Securities issued pursuant to the exercise of any Option shall not be Transferable (other than pursuant to Article VI or as otherwise permitted pursuant to the terms of the Management Securityholders Addendum) by the Participant who exercised such Option and purchased such Award Securities (or any subsequent transferee). Any attempted Transfer of Options or Award Securities issued upon exercise thereof which is not specifically permitted under the Plan shall be null and void.

4.9 Rights as a Securityholder . A Participant holding Options shall have no rights as a securityholder with respect to any Award Securities issuable upon exercise thereof until the earlier of the date on which such Award Securities are identified on the share register(s) of the Company and the date on which a certificate is issued to such Participant representing such Award Securities. Except as otherwise expressly provided in the Plan or in any Award Agreement, no adjustment in respect of any Award Securities shall be made for cash dividends or other rights for which the record date is prior to the earlier of the date on which such Award Securities are identified on the share register(s) of the Company and the date on which a certificate is issued to such Participant representing such Award Securities.

ARTICLE V

JOINDER

5.1 Management Securityholders Addendum . Exercise of any Options shall constitute agreement by the Participant making such exercise to be bound by all of the terms and conditions of the Management Securityholders Addendum with respect to the Award Securities, or any other Company security, issuable to such Participant. All of the terms of the Management Securityholders Addendum are incorporated herein by reference.

ARTICLE VI

REPURCHASE OF SECURITIES

6.1 Repurchase Option . In the event that a Participant is no longer employed by the Company or any of its Subsidiaries for any reason, all Award Securities issued or issuable to such Participant, whether held by such Participant or one or more transferees of such Participant, will be subject to repurchase by the Company and Luxco (solely at their option), by delivery of one or more Repurchase Notices (as defined below) within the time periods set forth below, pursuant to the terms and conditions set forth in this Article VI (the “ Repurchase Option ”), unless

otherwise set forth in the Award Agreement between the Company and the Participant. The Repurchase Option shall terminate on the first to occur of a Change in Control or the Initial Public Offering.

6.2 Termination for any Reason . Unless otherwise specified in an Award Agreement, if a Participant is no longer employed by the Company or any of its Subsidiaries for any reason, then on or after the Termination Date the Company may elect to purchase all or any portion of the Award Securities issued to such Participant at a price per security equal to the Fair Market Value thereof as determined as of a date determined by the Board that is the anticipated date of the Repurchase Closing (as defined in Section 6.3 , and after giving effect to any suspension under Section 6.6 ). If a Participant is no longer employed by the Company or any of its Subsidiaries for any reason, such Participant shall not be entitled under any applicable law to any compensation by reference to his rights granted under the Plan or the benefits capable of being received under the Plan or any loss or diminution in value thereof.

6.3 Repurchase Procedures . Pursuant to the Repurchase Option, the Company may elect to exercise the right to purchase all or any portion of the Award Securities issued to a Participant by delivering written notice or notices (each, a “ Repurchase Notice ”) to the holder or holders of such Award Securities at any time and from time to time no later than 120 days after the Termination Date; provided that (a) if the Company or any of its Subsidiaries terminates the employment of a Participant without Cause, then the Company shall have 210 days to determine whether to exercise its right to purchase all or any portion of the Award Securities issued to such Participant (and in no event shall the Company deliver a Repurchase Notice to the holder or holders of such Award Securities within 180 days after the Termination Date), and (b) if a Participant’s employment ceases due to such Participant’s death or Disability, then the Company shall have 270 days to determine whether to exercise its right to purchase all or any portion of the Award Securities issued to such Participant. Each Repurchase Notice will set forth the number of Award Securities to be acquired from such holder(s), the repurchase price of such securities, the aggregate consideration to be paid for such securities and the time and place for the closing of the transaction (each, a “ Repurchase Closing ”). In the event that the Company elects to purchase a portion of such Award Securities pursuant to the terms of this Section 6.3 , if any such Award Securities are held by transferees of such Participant, the Company shall purchase the securities elected to be purchased first from such Participant to the extent such Award Securities are then held by such Participant and second purchase any remaining securities elected to be purchased from such other holder(s) of Award Securities pro rata according to the number of Award Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest security), and the number of each type of Award Security to be purchased will be allocated among such other holders pro rata according to the total number of Award Securities to be purchased from such persons.

6.4 Luxco Rights .

(a) If for any reason the Company does not elect to purchase all of the Award Securities (issued or issuable to a particular Participant) pursuant to the Repurchase Option pursuant to one or more Repurchase Notices, Luxco will be entitled to exercise the Repurchase Option, in the manner set forth in this Section 6.4 , for the Award Securities the Company has not elected to purchase (the “ Available Securities ”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event within 90 days after the Termination Date (or 180 days in the event the Company or any of its Subsidiaries terminates the employment of a Participant without Cause or 240 days in the event a Participant’s employment ceases due to such Participant’s death or Disability), the Company shall give written notice (each, an “ Option Notice ”) to Luxco setting forth the number of Available Securities and the price for each Available Security as determined pursuant to the provisions of this Article VI .

(b) Luxco may elect to purchase (or cause one or more of its designees to purchase) any number of Available Securities by delivering written notice (an “ Election Notice ”) to the Company within 20 days after receipt of the Option Notice from the Company.

(c) As soon as practicable, and in any event within ten (10) days after the expiration of the 20-day period set forth above, the Company shall notify the holder(s) of Award Securities as to the number of Award Securities being purchased from such holder(s) by Luxco (each, a “ Supplemental Repurchase Notice ”). At the time the Company delivers a Supplemental Repurchase Notice to the holder(s) of Award Securities, the Company shall also

deliver written notice to Luxco setting forth the number of Award Securities that the Company and Luxco will acquire, the aggregate purchase price and the time and place of the closing of the transaction.

6.5 Closing of Repurchase . The closing of the transactions contemplated by this Article VI will take place on the date designated by the Company in the applicable Repurchase Notice or Supplemental Repurchase Notice, as the case may be, which date will not be more than 60 days after the delivery of such notice. The purchase price of the Award Securities purchased pursuant to the Repurchase Option shall be paid in U.S. dollars and determined based upon the currency exchange rate between Euros and U.S. Dollars as published in the Wall Street Journal on the date preceding the Repurchase Closing. The Company and/or Luxco (or its designees), as the case may be, will pay for the Award Securities to be purchased pursuant to the Repurchase Option by delivery of a check payable to the holder(s) of such Award Securities or a wire transfer; provided that, to the extent the Company at the time of such purchase (i) does not have readily available cash resources (including available revolving credit borrowing capacity) in excess of its working capital and other reasonable cash needs or (ii) is prohibited under the terms of any credit arrangement from paying for such Award Securities by check or wire transfer, the Company may pay for the Award Securities to be purchased pursuant to the Repurchase Option by delivery of a subordinate note or notes bearing interest (compounded semiannually) at a rate per annum equal to the then-applicable interest rate for new borrowings under the senior credit facility of the Company’s Subsidiaries as of the date of such purchase, as determined in good faith by the Board, which note(s) shall be payable upon the first to occur of a Change in Control or the third anniversary of the closing of such purchase, unless the restrictive covenants applicable to any credit arrangement of the Company require a longer maturity period for the note(s) (each, a “ Subordinated Note ” and, collectively, the “ Subordinated Notes ”); further provided that, if a Participant is no longer employed by the Company or any of its Subsidiaries as a result of such Participant’s termination with Cause or resignation without Good Reason, the Company may pay for the Award Securities to be purchased pursuant to the Repurchase Option by delivery of, at its option, (i) a check payable to the holder(s) of such Award Securities or a wire transfer, (ii) a Subordinate Note or Subordinated Notes, or (iii) both (i) and (ii) in the aggregate amount of the purchase price for such securities. In addition, the Company may pay the repurchase price for such Award Securities by offsetting such amounts against any bona fide debts owed by Participant to the Company or any of its Subsidiaries. Any notes issued by the Company pursuant to this Section 6.5 shall be subject to any restrictive covenants to which the Company is subject at the time of such purchase. The Company and/or Luxco (or its designees) as the case may be, will receive customary representations and warranties from each seller regarding the sale of Award Securities, including, but not limited to, a representation that such seller has good and marketable title to the Award Securities to be Transferred free and clear of all liens, claims and other encumbrances, and the Company and/or Luxco (or its designees) will be entitled to require all sellers’ signatures be guaranteed by a national bank or reputable securities broker.

6.6 Restrictions on Repurchase . Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Award Securities by the Company shall be subject to applicable restrictions contained under the laws of the United States and United Kingdom and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit any repurchase of Award Securities hereunder which the Company is otherwise entitled to make and Luxco has not elected to acquire all Award Securities which the Company and Luxco have a right to repurchase pursuant to this Article VI , then the time period for the closing of such repurchase specified in Section 6.5 shall be suspended for a period of up to 12 months with respect to any Award Securities that the Company has elected to purchase within the applicable time periods set forth in Section 6.3 , and the Company may make such repurchases as soon as it is permitted to do so under such restrictions but in no event later than twelve months after the initial time period hereunder.

ARTICLE VII

PUBLIC OFFERINGS

7.1 Cooperation in an IPO . In the event that the Company approves an Initial Public Offering, the holders of Options or Award Securities will take all necessary or desirable actions in connection with the consummation of such offering; provided that any recapitalization or restructuring of the Company’s equity in connection with an Initial Public Offering will be effected in accordance with the terms and conditions of the Management Securityholders Addendum and the Company’s organizational documents. In the event that such Initial Public

Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the Company’s capital structure will adversely affect the marketability of the offering, each holder of Options or Award Securities will consent to and vote for a recapitalization, reorganization and/or exchange of the Award Securities into securities that the managing underwriters and the Board find acceptable and will take all necessary or desirable actions in connection with the consummation of the recapitalization, reorganization and/or exchange (but only if such actions shall be consummated on a pro rata basis among all holders of the Company’s Ordinary Shares in accordance with the distribution mechanics set forth in the Company’s organizational documents).

7.2 Compliance with Laws . Each Option shall be subject to the requirement that if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the securities subject to such Option upon any securities exchange or under any state or federal securities or other law or regulation or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting of such Option or the issue or purchase of securities thereunder, no such Option may be exercised or paid in Ordinary Shares in whole or in part unless such listing, registration, qualification, consent or approval (a “ Required Listing ”) shall have been effected or obtained and the holder of the Option will supply the Company with such certificates, representations and information as the Company shall request which are reasonably necessary or desirable in order for the Company to obtain such Required Listing, and shall otherwise cooperate with the Company in obtaining such Required Listing. In the case of officers and other persons subject to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), or any similar securities law applicable outside of the United States, the Board may at any time impose any limitations upon the exercise of an Option which, in the Board’s discretion, are necessary or desirable in order to comply with Section 16(b) of the 1934 Act and the rules and regulations thereunder and any similar securities law applicable outside of the United States.

7.3 Purchaser Representative . If the Company or the holders of the Company’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) of the Securities Act or any similar rule under any securities law applicable outside of the United States may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), as a condition to participation in such sale (whether or not obligated to so participate pursuant to the provisions of the Management Securityholders Addendum or otherwise), the holders of Award Securities will, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501 of the Securities Act) or similar Person (as required under any securities law applicable outside of the United States) reasonably acceptable to the Company. If any holder of Award Securities appoints a purchaser representative or similar Person designated by the Company, the Company will pay the fees of such purchaser representative or similar Person; but if any holder of Award Securities declines to appoint the purchaser representative or similar Person designated by the Company, such holder will appoint another purchaser representative or similar Person and such holder will be responsible for the fees of the purchaser representative or similar Person so appointed.

ARTICLE VIII

RESTRICTIVE COVENANTS

The Company and its Subsidiaries operate in a highly sensitive and competitive commercial environment. As part of their employment with the Company and its Subsidiaries, Participants will be exposed to highly confidential and sensitive information regarding the Company’s and its Subsidiaries’ business operations, including corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships. It is critical that the Company take all necessary steps to safeguard its legitimate protectible interests in such information and to prevent any of its competitors or any other Persons from obtaining any such information. Therefore, as consideration for the Company’s agreement to grant Options to a Participant, each Participant shall agree to be bound by the following restrictive covenants:

8.1 Confidentiality . Each Participant acknowledges that the information, observations and data obtained by him or her while employed by the Company and its Subsidiaries concerning the business or affairs of the Company or any of its Subsidiaries (“ Confidential Information ”) are the property of the Company or such Subsidiary. Therefore, each Participant agrees that he or she shall not disclose to any unauthorized Person or use for his or her own purposes any Confidential Information without the prior written consent of the Board, unless and to the extent

that the aforementioned matters become generally known to and available for use by the public, other than as a result of such Participant’s acts or omissions. Each Participant shall deliver to the Company or one of its Subsidiaries, at the termination of such Participant’s employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company or any of its Subsidiaries that he or she may then possess or have under his or her control.

8.2 Assignment of Inventions . Each Participant acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by such Participant (whether alone or jointly with others) while employed by the Company and its Subsidiaries (“ Work Product ”) belong to the Company or such Subsidiary. Each Participant shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the period of Participant’s employment) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

8.3 Non-Competition; Non-Solicitation .

(a) Each Participant acknowledges that during the course of his or her employment with the Company and its Subsidiaries he or she has and shall become familiar with the Company’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets, and valuable customer, supplier and employee relationships, and with other Confidential Information concerning the Company and its Subsidiaries and Affiliates, and that his or her services shall be of special, unique and extraordinary value to the Company and its Subsidiaries and Affiliates. Accordingly, Participant agrees that, during his or her employment with the Company and/or its Subsidiaries and for one (1) year thereafter (unless some longer period is specified in any other agreement between Participant and the Company and/or any of its Subsidiaries) (the “ Noncompete Period ”), Participant shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any Competing Business that conducts operations or sales in Japan, Holland, Germany, Korea, China, Malaysia, Mexico, or Brazil, or in the United States within any of the following states: Michigan, Wisconsin, Illinois, New York, Ohio, Indiana, Connecticut, Iowa, Pennsylvania, Missouri, Massachusetts, California, North Carolina, Texas, Indiana, Illinois, Kentucky, Mississippi, Washington, Tennessee, Virginia, New Jersey, Idaho, Colorado, Alabama, Georgia, South Carolina, Florida, or Maryland (and, in the event the Company and/or any of its Subsidiaries conducts operations or sales in other jurisdictions after the date hereof, such other jurisdictions, provided that the Company updates this list of jurisdictions by delivering written notice to the Participants). Nothing herein shall prohibit any Participant from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as such Participant has no active participation in the business of such corporation.

(b) During the Noncompete Period, each Participant shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) knowingly hire any person who was an employee of the Company or any of its Subsidiaries at any time during the twelve months prior to the termination of such Participant’s employment or (iii) induce or encourage any customer, supplier, licensee, licensor or other business relation of the Company or any of its Subsidiaries to cease doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or business relation and the Company or any of its Subsidiaries (including, without limitation, making any negative or disparaging statements or communications regarding the Company or any of its Subsidiaries); provided that, in each case, this Section 8.3(b) shall only apply if a Participant shall have done business with, or had supervisory or other responsibility for, the employee, customer, supplier, licensee, licensor, or business relation to which the applicable clause of this Section 8.3(b) applies.

(c) If, at the time of enforcement of this Section 8.3 , a court or other governing body shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, each Participant agrees that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court or other governing body shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Each Participant acknowledges that the restrictions contained in this Section 8.3 are reasonable and that he or she has reviewed the provisions of the Plan with his legal counsel.

(d) Each Participant acknowledges that any breach or threatened breach of the provisions of this Section 8.3 would cause the Company and its Subsidiaries irreparable harm. Accordingly, in addition to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Further, in the event of an alleged breach or violation of this Section 8.3 by any Participant, the Noncompete Period applicable to such Participant shall be tolled until such breach or violation has been duly cured.

8.4 No Restriction on Earning a Living . By his or her acceptance and/or acquisition of an Award, each Participant thereby acknowledges that the provisions of this Article VIII do not preclude such Participant from earning a livelihood, nor do they unreasonably impose limitations on Participant’s ability to earn a living. In addition, each Participant thereby acknowledges that the potential harm to the Company and/or its Subsidiaries of non-enforcement of this Article VIII outweighs any harm to Participant of enforcement (by injunction or otherwise) of this Article VIII against him or her.

8.5 Breach . If at any time after the cessation of a Participant’s employment with the Company and its Subsidiaries such Participant (a) breaches any of the obligations under this Article VIII , then the Company may, by delivery of written notice to such Participant, treat such Participant’s cessation of employment as a termination with Cause for all purposes under the Plan (including giving the Company and Luxco the right to repurchase Award Securities issued to such Participant at Fair Market Value), or (b) engages, after the Non-Compete Period and prior to an Initial Public Offering, in any activity that would be prohibited by Section 8.3(a) or 8.3(b) if it occurred during the Noncompete Period, then the Company may, by delivery of written notice to such Participant, elect to purchase all or any portion of the Award Securities issued to such Participant (to the extent not previously repurchased) at a price per security equal to the Fair Market Value thereof as determined as of a date determined by the Board that is the anticipated date of the Repurchase Closing.

ARTICLE IX

OTHER PROVISIONS

9.1 Nominal Value . Award Securities may be subscribed for on the exercise of an Option or otherwise allotted under the Plan provided their nominal value is paid up in accordance with the Companies Act.

9.2 Indemnification . No member of the Board, nor any person to whom ministerial duties have been delegated, shall be personally liable for any action, interpretation or determination made with respect to the Plan or Awards made thereunder, and each member of the Board shall be fully indemnified and protected by the Company with respect to any liability he or she may incur with respect to any such action, interpretation or determination, to the extent permitted by applicable law and to the extent provided in the Company’s Articles of Association, as amended from time to time, or under any agreement between any such member and the Company.

9.3 Termination and Amendment . The Board at any time may suspend or terminate this Plan and make such additions or amendments as it deems advisable under this Plan; provided that, the Board may not change any of the terms of an Award Agreement in a manner adverse to a Participant without the approval of such Participant.

9.4 Taxes .

foreign withholding tax requirements, or to deduct from all payments under the Plan amounts sufficient to satisfy such minimum withholding tax requirements. Whenever payments under the Plan are to be made to a Participant in cash, such payments shall be net of any amounts sufficient to satisfy all federal, state, local and foreign withholding tax requirements.

(b) The Board may, in its discretion permit a Participant to satisfy his or her tax withholding obligation by having the Company withhold from Award Securities otherwise deliverable to such Participant. Award Securities withheld shall be valued at Fair Market Value as of the date on which income is required to be recognized for income tax purposes.

(c) The Company intends for this Plan to comply in all respects with Section 409A of the Code, and the provisions of this Plan shall be interpreted in a manner that is consistent with such intention.

9.5 Withholding . In a situation where, if a Participant were to receive Award Securities, the Company or any of its Affiliates (or a former Affiliate) would be obliged to (or would suffer a disadvantage if it were not to) account for any tax or social security contributions in any jurisdiction for which that Person would be liable by virtue of the receipt of Award Securities or which would be recoverable from that Person (together, the “ Tax Liability ”), the Options may not be exercised unless that Person has either (i) made a payment to the Company or any of its Affiliates (or a former Affiliate) of an amount at least equal to the Company’s estimate of the Tax Liability, or (ii) entered into arrangements acceptable to the Company or any of its Affiliates (or a former Affiliate) to secure that such a payment is made (whether by authorizing the sale of some or all of the Award Securities on his or her behalf and the payment to the Company or any of its Affiliates (or a former Affiliate) of the relevant amount out of the proceeds of sale or otherwise).

9.6 Data Protection . By participating in the Plan or accepting any rights granted under it, each Participant consents to the collection and processing of personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. This data will include, but may not be limited to, data about participation in the Plan and securities offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Options were granted) about the Participant and his participation in the Plan.

9.7 Notices . Notices required or permitted to be made under the Plan shall be in writing and shall be deemed given, delivered and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile prior to 5:00 p.m. (New York time) on a business day, (ii) the business day after the date of transmission, if such notice or communication is delivered via facsimile later than 5:00 p.m. (New York time) on any business day and earlier than 11:59 p.m. (New York time) on the day preceding the next business day, (iii) one (1) business day after when sent, if sent by nationally recognized overnight courier service (charges prepaid), and (iv) actual receipt by the Person to whom such notice is required to be given. All notices shall be addressed (a) to a Participant at such Participant’s address as set forth in the books and records of the Company and its Subsidiaries, or (b) to the Company or the Board at the principal office of the Company clearly marked “Attention: Management Board”.

9.8 Severability . Whenever possible, each provision of this Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Plan shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

9.9 Prior Agreements . The First Amended and Restated Plan is amended, restated and superseded by the Plan in its entirety; provided that, notwithstanding the foregoing or anything else to the contrary in the Plan, nothing herein shall relieve any Participant from any liability for any breach prior to the effective date of the Plan and any provision so breached shall not be superseded by the Plan for purposes of actions taken in connection with such breach and liabilities related thereto. No provision of any employment, severance, incentive award, or other similar agreement entered into by a Participant, on the one hand, and any Subsidiary of the Company, on the other hand, prior to the effective date of the Plan (other than any Award Agreement issued under the Original Plan or First

Amended and Restated Plan) shall modify or have any effect in any manner on any provision of the Plan or any term or condition of any Award Agreement to which such Participant is a party. Without limiting the generality of the foregoing, any provision in any such agreement that purports to apply in any manner to options, securities, equity-based awards or the like shall not apply to or have any effect on any Awards under the Plan.

9.10 Governing Law and Forum; Waiver of Jury Trial . The Plan shall be construed and interpreted in accordance with the laws of the State of New York, United States. Each Participant who accepts an Award thereby agrees that any suit, action or proceeding brought by or against such Participant in connection with this Plan shall be brought solely in the state and federal courts sitting in the State of New York, County of New York, United States, and each Participant consents to the jurisdiction and venue of each such court. EACH PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF HIS OR HER RIGHTS OR OBLIGATIONS HEREUNDER.

* * * * *

Exhibit A

Management Securityholders Addendum

See attached document.