Exhibit 10.8

AIRLimited

RULES OF THE AIR

EMPLOYEESHAREPLAN2021

Directors’adoption:29July2021

Amendedon14December2021and26January2022

SLAUGHTERANDMAY

One Bunhill Row LondonEC1Y8YY

Ref:PRL/AZUM

571931075

TableofContents

TheAIREmployeeSharePlan2021

Introduction

AnAwardunderthePlancantaketheformof:

Awards may be (but need not be) subject to: (a) one or more Performance Conditions; and/or (b) a post-VestingHoldingPeriod.FollowingVestingor(ifapplicable)theendoftheHoldingPeriod,Awards willbesatisfied by(i) the issueof newSharestothe Participant; (ii) the transferof Shares orTreasury Shares to the Participant; or (iii) the transfer of the beneficial interest in the Shares to the Participant.

ThisintroductiondoesnotformpartofthePlanrules.

Definitions

Intheserules:

“Acquiring Company” has the meaning given in rule 8.3.1;

“Award” means a Conditional Award or an Option;

“Award Certificate” has the meaning given in rule 1.5.1;

“AwardDate”meansthedatewhichtheCommitteespecifiesforthegrantofanAward;

“Bonus”meansanybonusearnedbyanEligibleEmployeeunderanyannualbonusplanoperatedby the Company or a Subsidiary;

“BusinessDay”meansaday(otherthanaSaturdayoraSunday)onwhichbanksareopenforgeneral business in London and Jersey;

“Committee” means, subject to rule 8.4, the remuneration committee of the board of directors of the Company, or any sub-committee or person duly authorised by it;

“Company”meansAIRLimited(formerlyknownasUBOSTopcoLimited),acompanyincorporated in Jersey with company number 129914;

“Conditional Award” means a conditional right to automatically receive Shares (or the beneficial interest in Shares) granted under the Plan;

“Control” means, in relation to a body corporate, the power of a person to secure by means of the holdingofsharesorthepossessionofvotingpowerinorinrelationtothatoranyotherbodycorporate, or as aresultofany powers conferred by the articles ofassociation,or other documentregulatingthat or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

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“Current Employee” means an individual who is a current employee (including an executive director) of the Company or any Subsidiary on theAward Date;

“Data Protection Laws” means any applicable laws relating to, or impacting on, the processing of information relating to living persons, including (to the extent applicable) the General Data Protection Regulation(Regulation(EU)2016/679) (“GDPR”),GDPR asitformspartofUK domesticlawbyvirtue of section 3 of the European Union (Withdrawal) Act 2018, the Data Protection Act 2018 and in each casetogetherwithalllaws andregulationssupplementing,amendingorreplacingthesameinany EU Member State and the UK;

“DealingRestrictions”meansanyrestrictionsrelatingtodealinginSharesimposedbystatute,order, regulation or Government directive or any dealing code adopted by the Company;

“Deferred Bonus Award” means anAward granted in respect of a Bonus, a proportion of which the Committee has determined will be delivered in the form of a ConditionalAward;

“DividendEquivalentPayment”hasthemeaninggiveninrule4.5;

“EBT”meansanemployeebenefittrustestablishedbyacurrentorformerGroupMemberforthebenefit of (among others) the Group’s current and former employees and officers;

“EligibleEmployee”means:

(i)

aCurrentEmployee;or

(ii)

(inrespectofaDeferredBonusAward)aFormerEmployee;

“ExercisePeriod”meanstheperiodbeginningontheExpectedReleaseDateor,ifthereisnoHolding Period,ontheExpected VestingDate, and ending onthetenthanniversary ofthe AwardDate(unless the Committee determines a shorter period under rule 1.8.9);

“ExercisePrice”meanstheamountperShare,ifany,payableontheexerciseofanOption;

“Expected Vesting Date” means the date specified under rule 1.8.6 on which the Award will normally Vest in accordance with the Plan rules;

“ExpectedReleaseDate”meansthedatespecifiedunderrule 1.8.7onwhichtheAwardwillnormally be Released in accordance with the Plan rules;

“Former Employee” means an individual who has been, but is no longer, an employee (including an executive director) of the Company or any Subsidiary, and who has earned a Bonus;

“GroupMember”means:

(i)

theCompany;

(ii)

itsSubsidiariesfromtimetotime;and

(iii)

anyothercompanywhichisassociatedwiththeCompanyandissodesignatedbythe Committee,

and“Group”willbeconstruedaccordingly;

“HoldingPeriod”meansaperiodbeginningontheExpectedVestingDateandendingontheExpected Release Date as determined by the Committee in accordance with rule 1.8.7;

“ITEPA”meanstheIncomeTax(EarningsandPensions)Act2003,asamendedfromtimetotime;

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“ListingRules”meanstherulesrelatingtoadmissiontotheOfficialList,asamendedfromtimetotime; “London Stock Exchange” means the London Stock Exchange or any successor entity;

“MarketValue”means:

(A)

if a Qualifying Listing has taken place, (i) the closing middle-market quotation (as quotedbyBloombergor,ifunavailable,analternativereputablepublication)ofaShare on the Business Day before the relevant date or (ii) if the Committee so determines, such closing middle-market quotation for any other Business Day (or the average of such closing middle-market quotations for any Business Days) occurring before the relevantdate,astheCommitteemaydetermine,providedthatsuchBusinessDaysdo not fall within any period when Dealing Restrictions apply to the Participant in respect of the Award or the Shares subject to the Award, in each case on the stock exchange on which the Qualifying Listing occurred; or

(B)

if no Qualifying Listing has taken place, or if a Qualifying Listing has taken place and the Company has subsequently ceased to be listed on the relevant stock exchange, suchvalueper Share as is calculated byreference to (i)thetotalnumberof Sharesin issue as at 31 December of the previous calendar year and (ii) the equity value of the Company as at 31 December of the previous calendar year, as determined by Kingsway Capital’s alternative investment fund manager (or, at the Committee’s discretion, as determined by another financial adviser appointed by Kingsway Capital for the purposes of an independent valuation of the Company’s equity value);

“OfficialList”meansthelistmaintainedbytheFinancialConductAuthorityforthepurposesofsection 74(1) of the Financial Services and MarketsAct 2000, as amended from time to time;

“Option”means aright to acquire Shares(or thebeneficial interest in Shares)granted under the Plan for the Exercise Price;

“OptionExerciseDate”hasthemeaninggiveninrule4.2.2;

“Original Entitlements Forfeited” means, in relation to a Recruitment Award, any conditional or unconditionalentitlementsforfeitedbyanEligibleEmployeeasaresultoftheEligibleEmployeeleaving the Eligible Employee’s former employer;

“Participant”meansa personholdinganAward orthat person’spersonalrepresentatives(or, inrelation to rule 5, a person who has held anAward or that person’s personal representatives);

“PerformanceConditions”meansanyperformanceconditionsimposedunderrule1.3;

“Performance Period” means the period in respect of which the Performance Conditions are to be satisfied as determined by the Committee in accordance with rule 1.3;

“Plan” means the plan constituted by these rules known as “The AIR Employee Share Plan 2021” (formerly known as “The UBOS Topco Employee Share Plan 2021”), as amended from time to time;

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“Pro-RatingPeriod”means:

(i)

subject to (iii) below, in relation to an Award subject to a Performance Condition, the Performance Period;

(ii)

subject to (iii) below, in relation to anAward which is not subject to a Performance Period, the period beginning on theAward Date and ending on the Expected Vesting Date;

(iii)

in relation to an Award which is a Recruitment Award, the period over which the Original EntitlementsForfeitedwouldhavebeentimepro-ratedinaccordancewiththeirterms(hadthey notlapsed)orsuchotherperiodastheCommitteemaydetermineonorbeforetheAwardDate;

“QualifyingListing”means:

(A)

theadmissionofanypartofthesharecapitalof theCompanyoranyholdingcompany of the Company to the Official List becoming effective in accordance with paragraph

3.2.7GoftheListingRulesandsuchshares’admissiontotradingontheLondonStock Exchange’s main market for listed securities becoming effective in accordance with paragraph 2.1 of the Admission and Disclosure Standards of the London Stock Exchange; or

(B)

the grant of permission for dealings therein on AIM (a market of the London Stock Exchange); or

(C)

theadmissionofanypartofthesharecapitaloftheCompanyoranyholdingcompany of the Company to listing on the New York Stock Exchange; or

(D)

theadmissionofanypartofthesharecapitaloftheCompanyoranyholdingcompany of the Company to listing on any other stock exchange, where the Committee determines,actingreasonably,thatconstitutesaQualifyingListingforthepurposesof the Plan;

“RecoveryPeriod”hasthemeaninggiveninrule5.1;

“RecruitmentAward”meansanAwardgrantedinconnectionwithanEligibleEmployee’srecruitment to the Company or one of its Subsidiaries to compensate the Eligible Employee for any Original Entitlements Forfeited;

“Release”means,inrelationtoanAwardthatissubjecttoaHolding Period:

(i)

in respect of a Conditional Award, the Participant becoming entitled to receive the Shares subject to that ConditionalAward or the beneficial interest in those Shares; or

(ii)

inrespectof an Option, the Participant becoming entitled to exercise that Option; or and “Released” will be construed accordingly;

“ReleaseDate”meansthedateonwhichanAwardisReleased;

“RetainedPortion”meansthepercentageoftheSharessubjecttoanAwardtoberetained(orwhose beneficialinterestistoberetained)duringtheHoldingPeriodandspecifiedunderrule1.8.7and,unless the Committee determines otherwise on or before the grant of an Award, the Retained Portion will be 100 per cent or, where any tax or social security contributions arise on the Vesting or exercise of an Award, theShares remaining(or that would haveremained) after thesale ofsufficient Shares to meet such tax or social security contributions;

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“Shares” means fully paid ordinary shares in the capital of the Company;

“Subsidiary” means a company:

(i)

inrelationtowhichtheCompany(a)holdsamajorityofvotingrightsinit;or(b)isashareholder

of it and has the right to appoint a majority of its board of directors; or (c) is a shareholder of it andcontrolsalone,orpursuanttoanagreementwithothershareholders,amajorityofthevoting rights in it; or

(ii)

which is a Subsidiary of a company (within the meaning of (i) above, mutatis mutandis) which is itself a Subsidiary of the Company;

“SummaryDismissal”means,inrelationtoaParticipant:

(i)

thetermination ofthe Participant’s employment with a GroupMember incircumstances where that Group Member is entitled to terminate the Participant’s employment contract summarily without payment; or

(ii)

the termination of the Participant’s employment with a Group Member as a result of, or in connection with, any of the following reasons, regardless of whether or not the reason justifies the Participant’s summary dismissal under any applicable legislation:

a)

negligencecausingmaterialharmtotheGrouporamaterialpartofit;

b)

dishonesty,wilfuldefaultorfraud;

c)

abreachoftheParticipant’sfiduciarydutiestoanymemberoftheGroup;

d)

convictionforacriminaloffence(otherthan aroadtrafficoffenceforwhich anon-custodial sentence is imposed or a strict liability offence under planning legislation); or

e)

circumstances where thesummary termination provisions of the Participant’s employment contract with any Group Member are applied in good faith and in accordance with their terms (where “summary termination provisions” means provisions pursuant to which the employer can terminate the Participant’s employment with immediate effect without any requirement to make a payment in lieu of notice);

“TreasuryShares”hasthesamemeaningasunderArticle1(1)ofthe Companies(Jersey)Law1991; “Vest” means:

(i)

iftheAwardissubjecttoaHoldingPeriod:

a)

in respect of a ConditionalAward, the Participant becoming entitled to receive the Shares (orthebeneficialinterestintheShares)whicharesubjecttothatConditionalAwardonthe Expected Release Date, subject to the Plan rules; or

b)

inrespectofanOption,theParticipantbecomingentitledtoexercisethatOption duringthe Exercise Period, subject to the Plan rules; and

(ii)

iftheAwardisnotsubjecttoaHoldingPeriod:

a)

in respect of a ConditionalAward, the Participant becoming entitled to receive the Shares (or in the beneficial interest in the Shares) which are subject to that ConditionalAward; or

b)

inrespectofanOption,theParticipantbecomingentitledto exercisethatOption; and “Vesting”, “Vested” and “Unvested” will be construed accordingly; and

“VestingDate”meansthedate on which an Award Vests.

References inthe Planrules toanystatutoryprovision aretothatprovisionasamendedorre-enacted fromtimetotime(andanyregulationsmadeunderit),and,unlessthecontextotherwiserequires,words in the singular will include the plural and vice versa.

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1.

GrantofAwards

1.1

Eligibility

The Committee may, subject to any Dealing Restrictions, grant an Award to any Current EmployeeorFormerEmployee(includinganexecutivedirector).AnAwardmayonlybegranted to a Former Employee if theAward is a Deferred BonusAward.

1.2

TimingofAward

AnAward may not be granted on any date on which the grant of thatAward would be contrary to any Dealing Restrictions.

1.3

PerformanceConditions

1.3.1

When granting an Award which is not a Deferred Bonus Award, the Committee may make its Vestingconditionalonthesatisfaction of one ormore conditions determined by the Committee linked to the performance of the Company.

1.3.2

Any Performance Conditions must be specified at the Award Date. The Committee may amend a Performance Condition either:

(i)

inaccordancewithitsterms;or

(ii)

ifanycircumstancesoccurwhichcausetheCommitteetoconsiderit appropriate,

provided that the Committee considers that any amended Performance Condition will not be materially less or more challenging to satisfy than the original condition would have been but for such circumstances occurring.

1.3.3

When the Committee grants an Award which is subject to one or more Performance Conditions, the Committee must also determine the Performance Period relating to such Performance Conditions.

1.4

Otherconditions

1.4.1

TheCommitteemayimposeotherconditionsadditionaltothePlanrulesontheVesting and/or Release of an Award, provided that they are specified at the Award Date.

1.4.2

TheCommitteemaywaiveoramendanysuchcondition.

1.5

AwardCertificate

1.5.1

Each Participant will receive a certificate (in such form as the Committee may determine) specifying the terms of an Award as soon as reasonably practicable after the Award Date (an “Award Certificate”). The Award Certificate may be the deed referredtoinrule1.8oranyotherdocumentdeterminedbytheCommittee.TheAward Certificatemaybedistributedinhardcopy,byemailorbyanyotherelectronicmeans. IfanyAwardCertificateislostordamagedtheCompanymayreplaceitonsuchterms as it determines.

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1.5.2

Unless the Committee determines otherwise, a Participant must, before a date determined by the Committee and notified to the Participant, agree in writing to be boundbythePlanrulesandthetermsoftheAwardCertificate.IftheParticipantdoes not do so, the Committee may determine that either:

(i)

theAwardlapses;or

(ii)

theAwardwillnotVestuntiltheParticipantdoessoagreeinwriting.

1.6

Nopayment

AParticipantisnotrequiredtopayforthegrantofanyAward.

1.7

Administrativeerrors

IftheCommitteepurportstograntanAwardwhichis inconsistentwithrule 2,theAwardwillbe limited and will take effectfromtheAward Date on a basis determinedby the Committee to be consistent with that rule.

1.8

TermsofAwards

Awardsmust be grantedby deedinsuchformas the Committeedetermines.Thetermsofthe Award,as determinedbytheCommittee,mustbespecifiedinthedeed.Theseshouldinclude:

1.8.1

whethertheAwardis:

(i)

aConditionalAward;or

(ii)

anOption(and,ifso,theExercisePrice);

or a combination of the above, and whether the Award is a Deferred Bonus Award or a Recruitment Award;

1.8.2

the number of Shares subject to the Award (which, in respect of a Deferred Bonus Award,willhaveanaggregateMarketValueontheAwardDatethatisequalor

equivalent to the value of the deferred amount of the relevant Bonus, rounded up or down (at the Committee’s discretion) to the nearest whole number of Shares);

1.8.3

theAwardDate;

1.8.4

thePerformanceConditions,ifapplicable;

1.8.5

anyotherconditionimposedunderrule1.4;

1.8.6

theExpectedVestingDate(or,whererelevant,astatementthatthetermsofSchedule 1 (Deferred Bonus Vesting Date) will apply);

1.8.7

whether a Holding Period applies and if it does, the Expected Release Date of theAward and the percentage of the Award that is the Retained Portion;

1.8.8

whetherandonwhatbasisrule1.10appliestotheAward;

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1.8.9

theExercisePeriod,ifapplicable;

1.8.10

inrelationtoaRecruitmentAward,thePro-RatingPeriod;

1.8.11

whethertheAwardwillbesatisfiedincashinaccordancewithrule4.6;and

1.8.12

whethertheParticipantwillbeentitledtoreceiveaDividendEquivalentPaymentunder rule 4.5.

1.9

Awardsintranches

TheCommitteemaygrantanAwardinanynumberoftranches,wheretheterms(asreferredto in rule 1.8) of each tranche are different. In these circumstances, the Plan rules will be interpreted as if each tranche was a standaloneAward.

1.10

Post-taxholdingofShares

The Committee may determine on or before the grant of anAward that, except in the case of death, a Participant may not, without the prior consent of the Committee (and subject to such conditionsastheCommitteemayimpose),transfer,assign,chargeorotherwisedisposeofany SharesinrespectofwhichtheAwardhasVestedoranyrightsinrespectofthemuntilsuchdate as the Committee determines.This rule 1.10 will apply whether or not a Participant ceases (or has ceased) to be employed by any Group Member (unless the Committee, in its absolute discretion, determines otherwise).

2.

Limits

2.1

Dilutionlimits

The nominal amount of Shares over which the Committee may grant Awards on any date will belimitedsothatitdoesnotexceedthelimitsspecifiedinrule2.2,unlesstheCompany’sboard ofdirectors,initsabsolutediscretion,determinesotherwise.Thelimitsspecifiedinrule2.2only

apply to Awards which are to be satisfied (directly or indirectly) by the issue of new Shares or the transfer of Treasury Shares.

2.2

5%and10%intenyears

Thelimitsare:

2.2.1

tenpercent. ofthenominalamountoftheCompany’sequitysharecapitalon the day preceding the Award Date less the aggregate of the nominal amounts of:

(i)

Shares allocated in respect of awards granted within the previous ten years under any employee share scheme;

(ii)

Shares remaining to be allocated in respect of awards granted on the same date orwithintheprevious tenyears under any employeesharescheme; and

(iii)

Sharesallocatedonthesamedateorwithintheprevioustenyearsunderany employee share scheme otherwise than in respect of an award; and

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2.2.2

fivepercent.ofthenominalamountoftheCompany’sequitysharecapitalonthe day preceding the Award Date less the aggregate of the nominal amounts of:

(i)

Shares allocated in respect of awards granted within the previous ten years under any executive share scheme;

(ii)

Shares remaining to be allocated in respect of awards granted on the same date or within the previous ten years under any executive share scheme; and

(iii)

Sharesallocatedonthesamedateorwithintheprevioustenyearsunderany executive share scheme otherwise than in respect of an award.

2.3

Interpretation

Forthepurposesofthisrule2:

2.3.1

“allocate” means the issue of new Shares or the transfer of Treasury Shares in satisfaction (directly or indirectly) of a person’s right under an award;

2.3.2

an “award” means any right to acquire or receive Shares whether conditional or unconditional and whether or not for payment;

2.3.3

an “employee share scheme” means any employees’ share scheme for employees of the Group which has been approved by the Company’s board of directors;

2.3.4

an“executivesharescheme”meansanyschemeapprovedbytheCompany’sboard ofdirectorsforsenioremployeesand/ordirectorsoftheGroupchosenatthediscretion of the body administering the scheme;

2.3.5

no account will be taken of Shares acquired by an employee or former employee (or the personal representatives of such a person) where the Shares are acquired for a

price equal to their market value at or about the date of acquisition and the cost ofthose Shares is borne by (or by the estate of) the employee or former employee;

2.3.6

noaccountwillbetakenofawardswhicharerelinquishedorlapse;

2.3.7

subjecttorule2.3.8,noaccountwillbetakenofanawardifandtotheextenttowhich theCommitteeconsidersthatitwillbesatisfiedbythetransferofexistingSharesother than Treasury Shares or cash;

2.3.8

anySharesallocatedorremainingtobeallocatedtothetrusteeofanytrustwhichwere used or which are to be used to satisfy awards granted under an employee share scheme will only be treated as having been allocated or as remaining to be allocated in respect of those awards;

2.3.9

account will only be taken of Treasury Shares for so long as this is required under institutional shareholder guidelines; and

2.3.10

where an award was granted in consideration of the release by an individual holding anawardpreviouslygrantedtothatindividualunderanemployeesharescheme,then the earlier award will be ignored and the later award will be deemed to have been granted at the same time as the earlier award.

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2.4

Multiplerelatedawards

Whereanindividualisgrantedtwoawardsontermsthattheexercise,vestingorreleaseofone willautomaticallyresultinareductiontotheextenttowhichtheothermaybeexercised,vestor bereleased andviceversa,thenforthepurposesofthis rule2itwillonlybenecessarytotake intoaccountthatnumberofShareswhichcouldbeacquiredinrespectofthose awardshaving regard to those terms.

2.5

Adjustmentsforvariationofsharecapital

TheCommitteemayadjustthelimitsspecifiedinrule2.2intheeventofavariationoftheequity share capital of the Company.

3.

VestingandReleaseofAwards

3.1

TimingofVestingandRelease

3.1.1

Subjecttorules6and8,anAwardwillVestonthelatestofthefollowing:

(i)

inrespectofanAwardwhichisnotaDeferredBonusAward,thedateonwhich the Committee makes its determination under rule 3.3 of the extent to which Awards will Vest;

(ii)

in respect of an Award which is a Deferred Bonus Award, the date on which the Committee makes its determination of the extent to which any conditions imposed under rule 1.4 have been satisfied;

(iii)

theExpectedVestingDate;

(iv)

thedateonwhichtheCommitteedeterminesthatanyinvestigationongoingon theExpectedVestingDateintotheconductoractionsofanyParticipantorany Group Member in connection with the Award has been completed and that it does not wish to undertake any action specified in rule 5 in respect of such investigation;

(v)

inthecaseofaConditionalAwardwhichisnotsubjecttoaHoldingPeriod,the date on which the Participant enters into arrangements satisfactory to the Committee to discharge the Participant’s obligations under rule 4.7; and

(vi)

thedateonwhichanyDealingRestrictionswhichwouldpreventdealingbythe Participant in the Shares subject to the Award on the dates specified above cease to apply.

3.1.2

Subject to rules 6 and 8, an Award subject to a Holding Period will then be Released on the latest of the following:

(i)

theExpectedReleaseDate;

(ii)

thedateonwhichtheCommitteedeterminesthatanyinvestigationongoingon the Expected Release Date into the conduct or actions of any Participant or anyGroupMemberinconnectionwiththeAwardhasbeencompletedandthat it does not wish to undertake any action specified in rule 5 in respect of such investigation;

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(iii)

in the case of a Conditional Award, the date on which the Participant enters intoarrangementssatisfactorytotheCommitteetodischargetheParticipant’s obligations under rule 4.7; and

(iv)

thedateonwhichanyDealingRestrictionswhichwouldpreventdealingbythe Participant in the Shares subject to the Award on the dates specified above cease to apply.

3.2

DeterminationofPerformanceConditionsandotherconditions

3.2.1

Subject to rule 3.2.2 below, as soon as reasonably practicable after the end of the Performance Period, the Committee will determine whether and to what extent any Performance Conditions and any other conditions imposed under rule 1.4 have been satisfied.

3.2.2

Where the Award Vests under rule 6 or 8, the Committee will have the absolute discretion to determine the extent to which the Performance Conditions have been satisfied either:

(i)

up to the date the Participant ceases to be an employee of the Group (where rule6applies,andasdefinedunderrule6.5)orthedateonwhichtherelevant corporate event occurs (where rule 8 applies), measured against the most recent information available or information to become shortly available to the Committee at that time, as determined by the Committee; or

(ii)

over the full Performance Period, having regard to actual or projected performance.

3.3

ExtentofVesting

3.3.1

In respect of any Award which is not a Deferred Bonus Award, the Committee will determine the extent to which an Award will Vest, taking into account:

(i)

the extent to which any Performance Conditions and any other conditions imposed under rule 1.4 have been satisfied;

(ii)

theunderlyingperformanceoftheCompanyandtheParticipant;

(iii)

such other factors as the Committee may, in its absolute discretion, consider relevant; and

(iv)

if the Award is Vesting under rule 6 or 8, unless the Committee determines otherwise,theproportionofthePro-RatingPeriodthathaselapsedonthedate the Participant ceases to be an employee of the Group (where rule 6 applies, andasdefinedunderrule6.5)orthedateonwhichtherelevantcorporateevent occurs (where rule 8 applies).

3.3.2

If an Award Vests under rule 6.3 or 8 after the Participant has ceased to be an employeeoftheGroupinaccordancewithrule6.2,thefactorsspecifiedinrules3.3.1(i) and 3.3.1(iv) will, unless the Committee determines otherwise, be assessed by reference to the period ending on the date the Participant has ceased to be an employee of the Group (as defined under rule 6.5).

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3.3.3

To the extent the Committee determines in accordance with rule 3.3.1 that an Award will not Vest it will lapse immediately.

3.3.4

If an Award lapses under any provision of the Plan it cannot subsequently Vest or be Released and a Participant has no rights in respect of it.

3.4

Section431elections

Each Participant who is or is likely to be tax resident in the UK on the Release Date or Option Exercise Date (as appropriate) irrevocably agrees to enter into an agreement or joint election under section 431(1) or section 431(2) of ITEPA in respect of any Shares the Participant may acquire under an Award, if required to do so by any Group Member on or before:

3.4.1

inthecaseofaConditionalAward,theReleaseDate(or,iftheAwardisnotsubjectto a Holding Period, its Vesting Date); and

3.4.2

inthecaseofanOption,theOptionExerciseDate.

4.

ConsequencesofVestingandReleaseofAwards

4.1

ConditionalAwards

Subjecttorules4.7and11.8andanyDealingRestrictions,theCompanywill,within30daysof the Release Date of a Conditional Award (or, if no Holding Period applies, its Vesting Date):

4.1.1

arrange for the transfer (including a transfer out of treasury) of, or issue to the Participant the number of Shares in respect of which the Award has Vested or which represents the Retained Portion (as appropriate); or

4.1.2

(atits discretion) arrange for the transfer to the Participant of the beneficial interestin the number of Shares in respect of which the Award has Vested or which represents theRetainedPortion(asappropriate),withthelegaltitletothoseSharesbeingheldby thetrusteeofanEBT(orbyanothernominee)asnomineeonbehalfoftheParticipant on such terms as the Company and trustee (or nominee) may agree.

4.2

Options

4.2.1

AParticipantmay,subjecttoanyDealingRestrictions,exerciseanOptionatanytime duringtheExercisePeriod(or,whererule6or8applies,anyexerciseperiodprovided for under those rules) by:

(i)

giving notice in the prescribed form to the Company or any person nominated by the Committee;

(ii)

enclosingtherelevantAwardCertificate(ifrequiredbytheCommittee);and

(iii)

unless the Exercise Price is nil, paying to the Company the Exercise Price for each Share in respect of which the Option is exercised (or giving an undertaking in a form acceptable to the Committee to make that payment).

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4.2.2

Unless the Committee determines otherwise, the “Option Exercise Date” will be the date of receipt by the Company or its duly appointed agent of the notice (and, if relevant, the Award Certificate, payment and/or undertaking) referred to in rule 4.2.1. However, if notice of the exercise of an Option is received at a time when:

(i)

any Dealing Restrictions would prohibit the exercise of Options by the Participant,theOptionExerciseDatewillbethefirstBusinessDaywhensuch Dealing Restrictions cease to apply; or

(ii)

the Participant has not entered into arrangements satisfactory to the CommitteetodischargetheParticipant’sobligationsunderrule4.7,theOption Exercise Date will be the first Business Day when such arrangements come into force.

4.2.3

Subject to rules 4.7 and 11.8 and any Dealing Restrictions, the Company will, within 30 days of the Option Exercise Date:

(i)

arrange for thetransfer (including atransfer out of treasury) of,or issuetothe Participant the number of Shares in respect of which the Option has been exercised; or

(ii)

(at its discretion) arrange for the transfer to the Participant of the beneficial interest in the number of Shares in respect of which the Option has been exercised, with the legal title to those Shares being held by the trustee of an EBT(orbyanothernominee)asnomineeonbehalfof theParticipantonsuch terms as the Company and trustee (or nominee) may agree.

4.3

LapseofOptions

The Option will lapse to the extent that it has not been exercised at the end of the Exercise Period,unlessitlapsesearlierinaccordancewiththePlanrules.However,theCommitteemay permit a Participant to exercise Options within any period it determines that is longer than the periods permitted for exercise specified in the Plan rules.

4.4

Rights

Shares issued or transferred to a Participant on the exercise of an Option or the Vesting or Release of a ConditionalAward will rank equally in all respects with the Shares in issue at the pointof issueortransfer,exceptasspecified inthePlanrules.Theywillnotrank foranyrights attaching to Shares by reference to a record date before the date of issue or transfer. Where Shares are transferred (including a transfer out of treasury) to a Participant on the exercise of anOptionortheVestingorReleaseofaConditionalAward,theParticipantwillbeentitledtoall rights attaching to the Shares by reference to a record date on or after the transfer date.

Where the beneficial interest of Shares is transferred to a Participant on the exercise of an Option or the Vesting or Release of a Conditional Award, with the legal title to those Shares being held by the trustee of an EBT (or by another nominee) as nominee on behalf of the Participant, the rights attaching to the Shares will be exercisable by the Participant or the trustee/nominee (as appropriate) in accordance with the terms applicable to the relevant EBT or nominee arrangements, as agreed between the Company and trustee or nominee (as appropriate).

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4.5

DividendEquivalentPayment

4.5.1

If the Committee so determines in accordance with rule 1.8.12, an Award will include therighttoreceive,subjecttorule4.7,anamount(a“DividendEquivalentPayment”) equal in value to the dividends which would have been payable on the number of SharesinrespectofwhichanAwardVestsinrelationtodividendstherecorddatesfor which fall during the period beginning on the Award Date and ending on:

(i)

theReleaseDate;or

(ii)

ifthereisnoHoldingPeriod,theVestingDate.

4.5.2

The amount of any Dividend Equivalent Payment will be paid in Shares unless the Committeedeterminesitwillbepaid(infullorinpart)incash.AnyDividendEquivalent Payment will be paid to any relevant Participant as soon as reasonably practicable afterthe delivery of Shares underrule 4.1 or, in the caseof anOption, afterexercise.

If the Dividend Equivalent Payment is to be paid in Shares, this may be satisfied by the Committee arranging for the transfer to the Participant of the beneficial interest in the relevant number of Shares, with the legal title to those Shares being held by the trusteeofanEBT(orbyanothernominee)asnomineeonbehalfoftheParticipant on such terms as the Company and trustee (or nominee) may agree.

4.5.3

TheCommitteemaydeterminethattheDividendEquivalentPaymentwillassumethe re-investment of such Dividend Equivalent Payment on such basis as the Committee determines.

4.5.4

TheCommitteemayatanytimedetermine todisapply thisrule 4.5 inrelation toall or part of a special dividend or dividend in specie which may otherwise be covered by this rule 4.5.

4.6

AlternativewaystosatisfyAwards

4.6.1

The Committee may determine to satisfy all or part of a Conditional Award or Option by paying a cash amount (subject to rule 4.7). For a Conditional Award, the cash amountmustbeequaltotheMarketValueoftherelevantSharesontheReleaseDate (oriftheAwardisnotsubjecttoaHoldingPeriod,itsVestingDate).ForanOption,the cashamount mustbeequalto the Market Value ofthe relevantShares ontheOption ExerciseDate(lessanyExercisePriceapplicabletotheOption,unlesstheParticipant has made other arrangements in a form acceptable to the Committee to pay the ExercisePrice).TheCompanymaydeterminethatAwardswillbesatisfiedincashon grant in accordance with rule 1.8.11 or at any time subsequently.

4.6.2

In order to ensure that Participants do not count towards the 30 shareholder limit set out under Article 17(2)(a) of the Companies (Jersey) Law 1991, any Award which:

(i)

isgrantedtoaParticipantwhoisaFormerEmployeeontheAwardDate;or

(ii)

is a Conditional Award, and is Released (or if the Award is not subject to a Holding Period, Vests) on or after the Participant’s death or the Participant ceasing to be an employee of the Group; or

15

(iii)

is an Option, and is exercised on or after the Participant’s death or the Participant ceasing to be an employee of the Group,

willbesatisfiedincashinaccordancewithrule4.6.1,unless:

(a)

the Participant or the Participant’s personal representative only receives the beneficial interest in the number of Shares in respect of whichtheAwardhas Vested,withthelegaltitletothoseSharesbeing heldby the trustee of an EBT(or byanothernominee)asnomineeon behalf of the Participant; or

(b)

incircumstancesotherthanthedeathoftheParticipant,theParticipant already held legal title in other Shares at a time when they were employed by a member of the Group, and has continued to be a shareholder in the Company since ceasing to be an employee of the

Group and until they become entitled to receivethe Shares subject to the relevant Award (on Vesting, Release or exercise, as appropriate).

4.7

Withholding

AnycurrentorformerGroupMemberorthetrusteeofanyEBTmay (totheextentpermittedby law)makesucharrangementsasitconsidersnecessarytomeetanyliabilitytotaxation,duties, socialsecuritycontributionsorotheramountsinrespectofanAwardorotherwiseinconnection withaperson’sparticipationinthePlan,whethertheliabilityisaliabilityof,orispayableby,the Participant, a Group Member or the trustee.These arrangements may include a reduction in the number of Shares subject to anAward and/or the exercise of an Option on behalf of the Participant and/or the sale on behalf of the Participant of any of the Shares to which the ParticipantisentitledunderthePlanandtheretentionofthesaleproceedstomeettheliability. References to social security contributions include anything in any jurisdiction which, in the Committee’s opinion, is reasonably comparable to social security contributions.

The Participant authorises the Company to sell on the Participant’s behalf sufficient Shares subjecttotheAwardtodischargeany liabilitytotaxation,dutiesorsocialsecuritycontributions arising in connection with thatAward that any current or former Group Member is required to withholdandanyrelatedcostsassociatedwiththatsale.Infacilitatingsuchasale,theCompany may appoint a broker of its choosing.

5.

RecoveryofAwards

5.1

LengthofRecoveryPeriod

5.1.1

TheperiodduringwhichtheCommitteemayundertakeany oftheactionsspecifiedin rules5.3,5.4and5.5(the“RecoveryPeriod”)will,subjecttorule5.1.2,betheperiod of five years beginning on the Award Date (unless the Award is a Deferred Bonus Award, in which case theRecovery Period will be the period ofthree years beginning on the Award Date).

5.1.2

IfaninvestigationintotheconductoractionsofanyParticipantoranyGroupMember has started before, but has not been completed by, the end of the Recovery Period, the Committee may, in its absolute discretion, determine that the provisions of rules 5.3, 5.4 and 5.5 may be applied to an Award until such later date as the Committee may determine to allow that investigation to be completed and for the Committee to consideritsfindingsanddeterminewhetheritwishestoundertakeanyactionspecified in rules 5.3, 5.4 and 5.5.

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5.2

Recoverytriggers

5.2.1

NotwithstandinganyotherruleofthePlan,ifatanytimebeforetheendoftheRecovery Period there are, in the opinion of the Committee, exceptional circumstances, the Committee may, on such basis as it considers in its absolute discretion to be fair, reasonable andproportionate,undertakeany oftheactions specified inrules 5.3, 5.4 and 5.5. Such exceptional circumstances include (without limitation):

(i)

amaterialmisstatementinthepublishedresultsoftheCompanyortheGroup or any Group Member;

(ii)

an error in assessing any applicable Performance Conditions, the amount of any Bonus or the number of Shares subject to an Award (as applicable to the Award);

(iii)

the assessment of any applicable Performance Conditions, the determination of any Bonus and/or the determination of the number of Shares subject to an Award (as applicable to the Award) being based on inaccurate or misleading information;

(iv)

misconductonthepartoftheParticipantconcerned;

(v)

where, as a result of an appropriate review of accountability, the Committee determinesthattheParticipanthascausedwhollyorinpartamateriallossfor the Group as a result of:

(a)

reckless,negligentorwilfulactionsoromissions;or

(b)

inappropriatevaluesorbehaviour;

(vi)

a Group Member is censured by a regulatory body or suffers, in the Committee's opinion, a significant detrimental impact on its reputation, provided that the Committee determines that, following an appropriate review of accountability, the Participant was responsible for, or had management oversight over, the actions, omissions or behaviour that gave rise to that censure or detrimental impact;

(vii)

a breach by the Participant of any restrictive, confidentiality or non-disparagement covenants or other similar undertakings, whether contained in theParticipant’semploymentcontractand/orsettlementagreementand/orany other agreement between the Participant and a Group Member; or

(viii)

the Company or entities representing a material proportion of the Group becomes insolvent or otherwise suffers a corporate failure so that ordinary shares in the Company cease to have material value, provided that the Committee determines, following an appropriate review of accountability, that the Participant should be held responsible (in whole or in part) for that insolvency or failure.

5.2.2

ReferencestoGroupMembersincludereferencestoformerGroupMembers.

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5.3

Malus

5.3.1

TheCommitteemay, inits absolutediscretion,atanytimeduringtheRecoveryPeriod:

(i)

cancel,orreducethenumberofSharessubjectto,anAward;and/or

(ii)

imposeadditionalconditionsonanAward.

5.3.2

If an Award is cancelled or reduced in accordance with rule 5.3.1, that Award will be treated (to the relevant extent) as having lapsed.

5.3.3

The Company must notify the Participant as soon as reasonably practicable after the Committee has taken any action in accordance with rule 5.3.1.

5.4

Clawback

5.4.1

Subjectto5.4.2,theCommitteemay,inits absolute discretion, atany time during the Recovery Period require the Participant to transfer to the Company (or the trustee of any EBT, if required by the Company):

(i)

allorsomeoftheSharesacquiredundertheAward;or

(ii)

a cash payment in respect of all or some of the Shares acquired under the Award.

5.4.2

Where the beneficial interest of Shares is transferred to a Participant on the exercise of an Option or the Vesting or Release of a Conditional Award, with the legal title to thoseSharesbeingheldbythetrusteeofanEBT(orbyanothernominee)asnominee on behalf of the Participant, instead of exercising its rights under rule 5.4.2, the Committee may, in its absolute discretion, at any time during the Recovery Period, requiretheParticipatetotransferthebeneficialinterestwhichthey holdinallor some of the Shares acquired under the Award to such recipient as the Committee may determine.

5.4.3

Indeterminingthenumber ofShares tobe transferred and/orthecashpaymentto be made in accordance with rule 5.4.1 or the number of Shares in respect of which beneficialinterestistobetransferredinaccordancewithrule5.4.2,theCommitteewill take into account the amount of tax and social security contributions actually paid (or due to be paid) by the Participant in respect of the acquisition of the relevant Shares under the Award and whether, in its opinion, the Participant can claim relief from any such tax and social security contributions.

18

5.5

Recoverymechanisms

5.5.1

In place of requiring the Participant to take the action referred to in rule 5.4, the Committee may, in its absolute discretion, during the Recovery Period:

(i)

reducetheamountofanyfuturepaymentsinconnectionwiththePlanorunder discretionary bonus plans or other incentive arrangements;

(ii)

reduce the number of Shares that would become available to the relevant Participant upon the vesting of any unvested share award granted under any employee share plan operated by the Company or any Group Member and held by the relevant Participant; and/or

(iii)

reducethenumberofsharesoverwhichavestedbutunexercisedshareaward granted under any employee share plan operated by the Company or any Group Member and held by the relevant Participant may be exercised,

onsuchbasisthattheCommitteeconsidersinitsabsolutediscretiontobefair, reasonable and proportionate.

5.5.2

The Committee may take any action referred to in rule 5.3.1 to give effect to the operation of any withholding or recovery provisions similar to this rule 5 in any employee share plan operated by the Company or any Group Member, discretionary bonus plan or other incentive arrangement operated by a Group Member.

6.

LeavingtheGroup

6.1

Generalruleonleavingemployment

6.1.1

Thetermsofthisrule6.1andrules6.2and6.4willnotapplytoanAwardgrantedtoa Participant who is a Former Employee on the Award Date.

6.1.2

Unvested Awards will lapse on the date the Participant ceases to be an employee of the Group unless rule 6.2, 6.3 or 6.4 applies.

6.1.3

If a Participant ceases to be an employee of the Group during any Holding Period applicable to a Vested Award for any reason other than Summary Dismissal, it will, subject to rules 6.1.4, 6.2.6, 6.3 and 8, be Released on the Expected Release Date. Any Awards structured as Options may,subjecttorule 8, beexercisedfor aperiodof 12 months beginning on the Expected Release Date, after which time they will lapse. Any such Awards will be satisfied in cash if so required by rule 4.6.2.

6.1.4

If a Participant ceases to be an employee of the Group during any Holding Period applicable to a Vested Award for any reason other than Summary Dismissal, the Committeemaydeterminethatitwill,subjecttorule6.2.6,beReleasedonthedateof the Participant’s cessation of employment (or such other date before the Expected Release Date as the Committee may determine). Any Awards structured as Options may,subjecttorule8,beexercisedforaperiodof12monthsbeginningonthedateof the Participant’s cessation of employment (or such other date before the Expected ReleaseDateastheCommitteemaydetermine),afterwhichtimetheywilllapse. Any such Awards will be satisfied in cash if so required by rule 4.6.2.

19

6.1.5

If a Participant ceases to be an employee of the Group, for any reason other than SummaryDismissal,holdingVestedOptionswhicharenotorarenolongersubjectto a Holding Period, they may, subject to rules 6.2.6 and 8, be exercised for a period of 12 months beginning on the date of the Participant’s cessation of employment, after which time they will lapse. Any such Awards will be satisfied in cash if so required by rule 4.6.2.

6.1.6

If a Participant ceases to be an employee of the Group because of Summary Dismissal, all the Participant’s Awards (whether Vested or not) lapse.

6.2

Leavingasa“goodleaver”-UnvestedAwards

6.2.1

IfaParticipantceasestobeanemployeeoftheGroupbecauseof:

(i)

ill-health, injury or disability, in each case evidenced to the satisfaction of the Committee;

(ii)

retirementwiththeagreementoftheCommittee;

(iii)

the Participant’s employing company ceasing to be under the Control of the Company;

(iv)

a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither under the Control of the Company nor a Group Member; or

(v)

anyotherreason,atthediscretionoftheCommittee,

then an Unvested Award which is not a Deferred Bonus Award will, subject to rules 6.2.2,6.2.6,6.3and8,Vestonthedatedeterminedinaccordancewithrule 3.1tothe extent determined in accordance with rule 3.3. Any such Awards will be satisfied in cashifsorequiredbyrule4.6.2.Rule6.2.7willapplyinrespectofanUnvestedAward which is a Deferred Bonus Award.

6.2.2

IfaParticipantceasestobeanemployeeoftheGroupforoneofthereasonsspecified in rules 6.2.1(i) to 6.2.1(v), the Committee may, in its absolute discretion, determine thatanUnvestedAwardwhichisnotaDeferredBonus AwardwillVestonthedateof the Participant’s cessation of employment (or such other date before the Expected Vesting Date as the Committee may determine) to the extent determined in accordance with rule 3.3. Any such Awards will be satisfied in cash if so required by rule 4.6.2.

6.2.3

WherethedeterminationastowhetheraParticipanthasceasedtobeanemployeeof the Group for one of the reasons specifiedin rules 6.2.1(i) to 6.2.1(v) depends on a decision of the Committee, it may, in its absolute discretion, delay such decision until the date determined in accordance with rule 3.1 and base its decision on all relevant circumstances (including, without limitation, the achievement of any applicable Performance Conditions over the Performance Period, whether the Participant has compliedwithanyapplicablerestrictivecovenantsand/or,iftheParticipantretiredfrom the Group, whether the Participant has remained in retirement).

20

6.2.4

The Award will remain subject to any Holding Period after it Vests, unless the Committee, in its absolute discretion, determines otherwise.

6.2.5

AwardsstructuredasOptionsmaythen(totheextentVestedandsubjecttorule 8)be exercised for a period of 12 months beginning on:

(i)

iftheAwardissubjecttoaHoldingPeriod,theExpectedReleaseDate(orsuch otherdateastheCommitteemaydetermineinaccordancewithrule6.2.4);and

(ii)

if the Award is not subject to a Holding Period, the Expected Vesting Date, unless rule 6.2.2 applies, when the 12 month period will begin on the date determined by the Committee in accordance with that rule,

afterwhichtime,theywilllapse.AnysuchAwardswillbesatisfiedincashifsorequired by rule 4.6.2.

6.2.6

IfaParticipantceasestobeanemployeeoftheGroupforoneofthereasonsspecified in rules 6.2.1(iii) or 6.2.1(iv), the Committee may determine that:

(i)

anUnvestedAwardwillnotVestunderrule6.2.1;

(ii)

aVestedAwardsubjecttoaHoldingPeriodwillnotbeReleasedunderrule

6.1.3;and

(iii)

aVestedOptionwillnotlapseunderrule 6.1.5 but will be automatically exchanged under rule 9.

6.2.7

IfaParticipantceasestobeanemployeeoftheGroupforoneofthereasonsspecified inrules 6.2.1(i) to6.2.1(v),anUnvested AwardwhichisaDeferred BonusAward will, subject to rule 6.2.6, lapse and, subject to rules 1.4 and 4.7, the Participant will be entitled to receive a cash sum equivalent to the higher of:

(i)

theoriginalcashvalueofthedeferredamountoftherelevantBonus;and

(ii)

theMarketValueoftheSharessubjecttotheDeferredBonusasatthe cessation date.

6.3

Death

6.3.1

In respect of an AwardwhichisnotaDeferredBonusAward,ifaParticipantdies:

(i)

anUnvestedAwardwillVestonthedateoftheParticipant’sdeathtothe extent determined in accordance with rule 3.3;

(ii)

aVestedAwardsubjecttoaHoldingPeriodwillbeReleasedonthedateof the Participant’s death; and

(iii)

anyAwardsstructuredasOptionsmaythen(totheextentVestedandsubject torule 8) be exercised for a period of 12 months beginning on the date of the Participant’s death, after which time they will lapse.

21

6.3.2

Alternatively, the Committee may, in its absolute discretion, determine that an Unvested Award which is not a Deferred Bonus Award will Vest, subject to rule 8, on the date determined in accordance with rule 3.1 (and an Vested Award subject to a Holding Period will,subject to rule 8, be Released on the Expected Release Date),in whichcasetheprovisionsinrule6.2willapplymutatismutandis,exceptthatUnvested Awards will not be subject to a Holding Period (unless the Committee, in its absolute discretion, determines otherwise).

6.3.3

If a Participant dies and holds an Unvested Award which is a Deferred Bonus Award, that Award will lapse and, subject to rules 1.4 and 4.7, the Participant will be entitled to receive a cash sum equivalent to the higher of:

(i)

the original cash valueofthedeferredamountoftherelevantBonus;and

(ii)

theMarketValueoftheSharessubjecttotheDeferredBonusasatthedateof the Participant’s death.

6.3.4

AnyAwardswhichVest,areReleasedorareexercisedpursuanttothisrule6.3willbe satisfied in cash if so required by rule 4.6.2.

6.4

DeferredBonusAwards-UnvestedAwardsinothersituations

If a Participant holding an Unvested Award which is a Deferred Bonus Award ceases to be an employee of the Group other than:

6.4.1

foroneofthereasonsspecifiedinrules6.2.1(i)to6.2.1(v);

6.4.2

duetotheirdeath;and

6.4.3

becauseofSummaryDismissal,

thatAwardwilllapseand,subjecttorules1.4and4.7,theParticipantwillbeentitledtoreceive acashsumequivalenttotheoriginalcashvalueofthedeferredamountoftherelevantBonus.

6.5

Meaningof“ceasingtobeanemployee oftheGroup”

For the purposes of rule 3 and this rule 6, a Participant will not be treated as ceasing to be an employee of the Group until the Participant is no longer an employee of at least one Group Member and does not recommence employment with a Group Member within 7 days, unless theCommitteedeterminesthataParticipantwillbetreatedasceasingtobeanemployeeofthe Group on the date that the Participant gives or receives notice of termination of employment.

If a Participant ceases to be an employee of the Group but remains a director of a Group Member,theCommitteemaydeterminethat,forthepurposesofrule 3,thatParticipantwillnot betreatedasceasingtobeanemployeeoftheGroupuntilthatParticipantalsoceasestobea director of that Group Member.

22

7.

AdjustmentofAwards

7.1

Powertoadjust

Ifthereis:

7.1.1

a variation of the equity share capital of the Company, including a capitalisation orrights issue, sub-division, consolidation or reduction of share capital;

7.1.2

ademerger(inwhateverform);

7.1.3

aspecialdividendordistribution;or

7.1.4

anyothertransactionwhichwill,intheCommittee’sopinion,materiallyaffectthevalue of Shares,

theCommitteemayadjustthenumberorclassofSharessubjectto,andtheExercisePriceof, an Award as it considers appropriate.

7.2

Notice

TheCompanywillnotifyParticipantsofanyadjustmentmadeunderthisrule Error!Reference source not found.7 as soon as reasonably practicable thereafter.

8.

Takeoversandcorporateevents

8.1

Takeovers

Subjecttorule8.3,where:

8.1.1

aperson (or agroup ofpersons actinginconcert) obtains Control oftheCompany as aresultofmakinganoffertoacquireShares(otherthaninconnectionwithaQualifying Listing);

8.1.2

a person (or a group of persons acting in concert) having obtained Control of the Companymakesan offertoacquire alltheSharesthatperson doesnot alreadyown; or

8.1.3

a court sanctions a compromise or arrangement in connection with the acquisition of Shares pursuant to which a person (or a group of persons acting in concert) obtains Control of the Company (other than in connection with a Qualifying Listing);

then:

(i)

anUnvestedAwardwillVest(totheextentdeterminedinaccordancewithrule

3.3 if the Award is not a Deferred Bonus Award, and subject to rule 1.4 if the Award is a Deferred Bonus Award); and

(ii)

aVestedAward subjecttoaHoldingPeriodwillbeReleased on the Effective Date.

23

8.1.4

Forthepurposesofthisrule8.1:

(i)

the“EffectiveDate”willbe:

(a)

where rule 8.1.1 or 8.1.2 applies, the offer becoming unconditional in all respects; and

(b)

whererule8.1.3applies,thedatethatsuchcompromiseorarrangement comes into effect

unlesstheCommitteedeterminesthatanalternativedateshouldapply,and

(ii)

“person”and“persons”shallincludeanybonafide third-partypurchaserthat isneither:(i)thelegalorbeneficialholderorholdersofatleastonepercentof theSharesasatthedateonwhichthePlanisadoptedbytheCompany’sboard ofdirectors;or(ii)apersonorpersonsacquiringSharessuchthattheultimate beneficial ownership of those Shares does not change;

8.1.5

AnyAwardstructuredasanOption(whetheritVestedorwasReleasedunderthisrule 8.1orotherwise)maybeexercisedforaperiodofonemonthbeginningontheEffective Date, after which time it will lapse.

8.2

Winding-up,demergersorothercorporateevents

Ifaresolutionispassedoranorderismadeforthewinding-upoftheCompanyorthe Committee becomes aware that the Company is or is expected to be affected by:

8.2.1

a variation of the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;

8.2.2

ademerger(inwhateverform);

8.2.3

aspecialdividendordistribution;or

8.2.4

anyothertransaction,

which, in the Committee’s opinion, would materially affect the value of Shares, the Committee may determine:

(i)

thatanUnvestedAwardwillVest(totheextentdeterminedinaccordancewith rule 3.3 if the Award is not a Deferred Bonus Award, and subject to rule 1.4 if the Award is a Deferred Bonus Award); and/or

(ii)

thataVestedAwardsubjecttoaHoldingPeriodwillbeReleased;and

(iii)

theperiodoftimeduringwhichanOptionmaybeexercised,afterwhichtimeit will, unless the Committee determines otherwise, lapse.

24

8.3

Exchange

Intheeventthat:

8.3.1

acompany(the“AcquiringCompany”)isexpectedtoobtainControloftheCompany asaresultofanofferreferredtoinrule8.1.1or8.1.2oracompromiseorarrangement referred to in rule 8.1.3 (ignoring the requirements of rule 8.1.4(ii) for the purposes of this rule 8.3); and

8.3.2

either:

(i)

substantially alltheshares inthe AcquiringCompany are expectedtobeheld by the same persons who immediately before the obtaining of Control of the Company were shareholders in the Company; or

(ii)

theCommitteedeterminesthatAwardsshouldbeautomaticallyexchanged

thentheCommittee,withtheconsentoftheAcquiringCompany,maydeterminebefore the obtaining of such Control that:

a)

anUnvestedAwardwillnotVestunderrule8.1.3(i);

b)

a Vested Award subject to a Holding Period will not be Released under rule 8.1.3(ii); and

c)

aVestedOptionwillnotlapseunderrule8.1.5 but will be automatically exchanged under rule 9.

8.4

Committee

In this rule 8, “Committee” means those people who were members of the Committee immediately before the Effective Date.

9.

ExchangeofAwards

9.1

Timingofexchange

Where an Award is to be exchanged under rule 6.2.6 or 8.3 the exchange will take place as soon as reasonably practicable after the relevant event.

9.2

Exchangeterms

WhereaParticipantisgrantedanewawardinexchangeforanexistingAward,thenewaward:

9.2.1

must confer a right to acquire shares (or the beneficial interest in shares) in the company that employs the Participantor another body corporateassociated withthat employing company;

9.2.2

must be, so far as practicable in the Committee’s opinion, equivalent to the existing Award;

25

9.2.3

istreatedashavingbeenacquiredatthesametimeastheexistingAwardand, Vests and is Released in the same manner and at the same time;

9.2.4

isgovernedbythePlanasifreferencestoShareswerereferencestothesharesover which the new award is granted and references to the Company were references to the company over whose shares the new award is granted under rule 9.2.1.

10.

Termsofemployment

10.1

Scope

For the purposes of this rule 10, “Employee” means any employee of a Group Member. This rule 10 applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

10.2

Awardsseparatefromemploymentcontract

Nothing inthe Plan rules or the operation of the Planforms part of the contractof employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and the Employee’s employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

10.3

Employeerights

No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

10.4

Exerciseofdiscretion

The terms of the Plan do not entitle the Employee to the exercise of any discretion in the Employee’s favour.

10.5

Rightstocompensation

No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

10.5.1

any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

10.5.2

any exercise of adiscretion or a decision taken inrelationtoanAward or to thePlan, or any failure to exercise a discretion or take a decision; or

10.5.3

theoperation,suspension,terminationoramendmentofthePlan.

26

10.6

Planparticipation

Participation in the Plan is permitted only on the basis that an Employee accepts all the provisions of the Plan rules, including this rule. By participating in the Plan, any Participant waivesallrightsunderorinconnectionwiththePlan,otherthantherighttoacquire Shares(or a cash equivalent) subject to and in accordance with the express terms of the Plan and any PerformanceConditionsorotherconditionsapplicable totheirAward,inconsiderationfor,and as a condition of, the grant of the Award.

10.7

Thirdpartyrights

Nothing in the Plan confers any benefit, right or expectation on a person who is not an Employee.Nosuchthird party hasanyrightsundertheContracts(Rightsof ThirdParties) Act 1999 to enforce any term of the Plan. This does not affect any other right or remedy of a third party which may exist.

11.

General

11.1

Rights

A Participant will not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to anAward until (where appropriate) the Participant hasreceivedtheunderlyingSharesasaresultoftheVestingorReleaseofaConditionalAward or the exercise of an Option.

11.2

Transfer

AParticipantmaynottransfer,assignorotherwisedisposeofanAwardoranyrightsinrespect of it. If the Participant does, whether voluntarily or involuntarily, then it will immediately lapse. This rule 11.2 does not apply to the transmission of anAward on the death of a Participant to the Participant’s personal representatives.

11.3

Notpensionable

NoneofthebenefitsreceivedunderthePlanispensionable.

11.4

Committee’sdecisionsfinalandbinding

Thedecision ofthe Committee on the interpretation of the Plan or in any disputerelatingtoan Award or matter relating to the Plan will be final and conclusive.

11.5

Documentssenttoshareholders

The Company may (but is not obliged to) send to Participants copies of any documents or notices normally sent to the holders of its Shares.

11.6

Regulations

The Committee has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules.

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11.7

Dataprotection

11.7.1

DuringtheParticipant’sparticipationinthePlan,theCompanywillhaveaccesstoand process, or authorise the processing of, personal data (as defined in the applicable Data Protection Act Laws) held and controlled by any Group Member and relating to employees or customers of any Group Member, or other individuals.Each Group Member will comply with the terms of any applicable Data Protection Laws, and the Company’s data protection policies issued from time to time, in relation to such data.

11.7.2

AnyGroupMemberanditsemployeesandagentsmayfromtimetotimehold,process anddiscloseParticipants’personaldatainaccordancewiththetermsoftheemployee share plan privacy notice, the employee privacy notice and the data protection policy in force from time to time.

11.8

Consents

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in Jersey or elsewhere.The ParticipantwillberesponsibleforcomplyingwithanyrequirementstheParticipantneedstofulfil in order to obtain or avoid the necessity for any such consent.

11.9

Listing

If and so long as the Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as reasonably practicable.

11.10

Enforceabilityofprovisions

ByacceptinganAward,theParticipantagreesthat:

11.10.1

thePlanrules(andinparticularrule5)arefairandreasonablefortheprotectionofthe Company's interests;

11.10.2

if it should be found that any Plan rule is void as a result of going beyond what is fair and reasonable in all the circumstances, and if by deleting or amending part of the wording of that rule it would not be void, the rule will apply with such deletion and/or amendment as may be necessary to make it valid and enforceable; and

11.10.3

allotherPlanruleswillremaininfullforceandeffect.

11.11

Notices

11.11.1

Except as otherwise specified in the Plan rules, any notice or communication to be given to any person who is or will be eligible to be a Participant may be:

(i)

deliveredbyelectronicmailandit willbedeemedtohavebeenreceivedupon electronic confirmation of such delivery; or

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(ii)

personally delivered or sent by ordinary post to the Participant’s last known addressandwhereanoticeorcommunicationissentbypostitwillbedeemed to have been received 48 hours after the same was put into the post properly addressed and stamped.

Sharecertificatesandothercommunicationssentbypostwillbesentattherisk ofthe recipientconcernedandneithertheCompanynoranyofitsSubsidiarieswillhaveany liabilitywhatsoevertoanysuchpersoninrespectofanynotification,document,share certificate or other communication so given, sent or made.

11.11.2

Any notice to be given to the Company or the trustee of any trust will be delivered or sent to the Company at its registered office, marked for the attention of the Company Secretary, and will be effective upon receipt.The Committee may make other arrangements to receive notices.

12.

AmendingthePlanandtermination

12.1

Committee’spowers

Subjecttotherestofthisrule12,theCommitteemayatanytimeamendthePlanrulesandthe terms of any Award in any way.

12.2

Participantconsent

If the Committee proposes an amendment to the Plan or the terms of any Award (other than a permittedalterationtothePerformanceConditionsorotherconditionsimposedunderrule 1.4) whichwouldbetothematerialdisadvantageofParticipantsinrespectofsubsistingrightsunder the Plan, then:

12.2.1

theCommitteewillinviteeachsodisadvantagedParticipanttoindicatewhetherornot they approve the amendment; and

12.2.2

suchamendmentwillonlytakeeffectifthemajority(assessedbyreferencetothesize of affected Awards) of the Participants who respond to an invitation made in accordance with rule 12.2.1 consent to the amendment.

12.3

Notice

TheCommitteemay(butisnotobligedto)givewrittennoticeofanyamendmentsmadetoany Participant affected.

12.4

Overseassub-plans

TheCommitteemayestablishfurthersub-plansbasedonthePlanbutmodifiedtotakeaccount oflocaltax, exchangecontrolorsecurities laws in any jurisdiction.Any Shares madeavailable under such further sub-plans shall count against the limits set in rule 2.

13.

Governinglawandjurisdiction

EnglishlawgovernsthePlanandallAwardsandtheirconstruction.ThecourtsofEnglandand Wales willhaveexclusivejurisdiction inrespect ofdisputes arising under or inconnectionwith the Plan or any Award.

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Schedule 1

DeferredBonusVestingDate

The Expected Vesting Date of an Award which is granted subject to the terms of this Schedule 1(in accordance with rule 1.8.6) will be the earliest of:

(A)

thedateonwhichaQualifyingListingtakeseffect;

(B)

thedateonwhichaQualifyingDisposaltakeseffect;or

(C)

31December2024(orsuchotherlongstopdateasisspecifiedbytheCommitteeongrant).

Fortheavoidanceofdoubt,anAwardwhichisgrantedsubjecttothetermsofthisSchedule1(in accordance with rule 2.1.5) will Vest subject to rules 3.1, rules 6 and 8.

ForthepurposesofthisSchedule1,thefollowingtermshavethefollowingmeanings:

“Qualifying 100 Per Cent. Disposal” means:

(A)

completionof atransaction whereinaperson(oragroupofpersonsactinginconcert) (suchperson(s)beingabonafidepurchaser)acquiresSharesorvotingpoweronarm’s lengthtermsand,oncompletionofsuchtransaction,holdsorcontrolsinaggregate100 per cent. of the Shares or voting power in relation to the Company;

(B)

court sanction of a compromise or arrangement in connection with the acquisition of Shares resulting in a person (or a group of persons acting in concert) (such person(s) being a bona fide purchaser) acquiring Shares or voting power on arm’s length terms and,oncompletionofsuchcompromiseorarrangement,holdinginaggregate100per cent. of the Shares or voting power in relation to the Company; or

(C)

completion of a transaction wherein the Company disposes of all of the business and assets comprising the Company’s business to a person other than a member of the Group;

“QualifyingDisposal”meanstheearliesttooccurofaQualifying100PerCent.Disposalora Qualifying Majority Disposal;

“QualifyingListing”hasthemeaningassignedtothattermunderthePlanrules;

“Qualifying Majority Disposal” means:

(A)

completionofatransaction,otherthanaQualifying100PerCent.Disposal,whereina person (or a group of persons acting in concert) (such person(s) being a bona fide purchaserbutnotbeingeither:(i) alegalorbeneficialholder orholdersofatleastone per cent of the Shares as at the date on which the AIR Employee Share Plan 2021 is adopted by the Company’s board of directors; or (ii) a person or persons acquiring Shares such that the ultimate beneficial ownership of those Shares does not change) acquires Shares or voting power on arm’s length terms and, on completion of such transaction,holdsorcontrolsinaggregatemorethan50percent.oftheSharesor

voting power, or the power to appoint a majority of board members, in relation to the Company; or

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(B)

courtsanctionofacompromiseorarrangement,otherthanaQualifying100PerCent. Disposal,inconnectionwiththeacquisitionofShares resultinginaperson(oragroup ofpersonsactinginconcert)(suchperson(s)beingabonafidepurchaserbutnotbeing either: (i) a legal or beneficial holder or holders of at least one per cent of the Shares as at the date on which the AIR Employee Share Plan 2021 is adopted by the Company’s board of directors; or (ii) a person or persons acquiring Shares such that the ultimate beneficial ownership of those Shares does not change) acquiring Shares orvotingpoweronarm’slengthtermsand,oncompletionofsuchtransactionholdsor controls in aggregate more than 50 per cent. of the Shares or voting power, or the power to appoint a majority of board members, in relation to the Company.

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Schedule2

Awards within the short-term deferral exception

fromsection409AoftheUSInternalRevenueCode1986

Schedule 2 will apply to any Award granted to or held by a US Participant. Awards subject to this Schedule2areintendedto fallwithintheshort-termdeferralexceptionfromsection409AoftheCode. AllAwards subject to this Schedule 2 will be administered and interpreted in a manner consistent with this intent. The Plan rules, as amended by this Schedule 2, will apply to Awards which have been grantedtoorareheldbyaParticipantwhoisorbecomesaUSParticipant.Wherethereisanyconflict between the Plan rules and this Schedule 2, the terms of this Schedule 2 will prevail.

Itis understood thattheshort-termdeferralexception generally requires that anAwardbesettled, it at all, no later than 15 March of the calendar year following the calendar year in which theAward is no longer subject to a substantial risk of forfeiture for purposes of section 409Aof the Code. It is further understood that an Award is subject to a substantial risk of forfeiture if entitlement to the Award is conditioned upon (x) the performance of substantial future services by a Participant, or (y) the occurrence of a condition related to a purposes of the Award, and the possibility of forfeiture is substantial. It is intended that a Performance Condition and, in respect of Deferred Bonus Awards, Vesting on a Qualifying Listing or a Qualifying Disposal constitute a substantial risk of forfeiture. Accordingly,notwithstandingthedefinitionofVest,inthecaseofanAwardsubjecttoaHoldingPeriod theAward shall be taxable when the substantial risk of forfeiture lapses rather than at the Expected Release Date.

The Company does not guarantee the tax treatment of anyAwards, and nothing in this Schedule 2 or thePlanrules will be interpretedtotransfer any liability for any tax (includingatax or penalty dueas a resultofafailuretocomplywithsection409AoftheCode)fromaParticipanttotheCompanyortoany other individual or entity.

1.

Definitions

CapitalisedtermswhicharenotdefinedinthisSchedule2havethemeaningsgiveninthePlan rules. In this Schedule 2:

“Code”meanstheUnitedStatesInternalRevenueCode1986,asamended;

“ExpectedVestingDate” willhavethesamemeaningassetforthintheDefinitions,provided that the Participant must remain continuously employed with a Group Member until such date unless theAward Vests earlier in accordance with action of the Committee;

“Expected Vesting Date of a Deferred Bonus Award” will have the same meaning as set forth in Schedule 1, provided that the Participant must remain continuously employed with a GroupMemberuntilsuchdateunlesstheAwardVestsearlier inaccordancewith actionofthe Committee” and

“USParticipant”meansaParticipantwhoisa:

(iii)

UScitizen;

(iv)

USpermanentresident(evidencedbyagreencard);

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(v)

non-UScitizenwhois postedtotheUnitedStates on orafter theAwardDateandwho is (or is expected to become) subject to US taxation as a resident alien; or

(vi)

non-US citizen to the extent that they are or become subject to section 409A of the Code, as amended, with regard to anAward including a non-resident alien taxpayer, with respect to some portion of an Award that is deemed to be income from a US source.

2.

GrantofAwards

2.1

AnAwardgrantedunderthisSchedule2toaParticipantwhoisaUSParticipantasoftheAward Date may only be made in the form of a ConditionalAward under the Plan rules, as amended by this Schedule 2.

2.2

Thefollowingwordingwillbeaddedtotheendofrule1.3.1(Performanceconditions):

“,which conditions are intended to constitute a substantial risk of forfeiture for purposes of section 409A of the Code”

ThePerformancePeriodfortheAward mustendbytheendofthecalendaryearthatcontains the Expected Vesting Date.”

2.3

Thefollowingwordingwillbeaddedtotheendofrule1.3.2(Performanceconditions):

“andprovided further than(x) suchamended PerformanceConditions continueto constitutea substantial risk of forfeiture for purposes of section 409A of the Code, and (y) there is no extension of the original Expected Vesting Date”

2.4

The following wording will be added to rule Error! Reference source not found. (Other conditions):

“and provided that such other conditions are consistent with the short-term deferral exception from section 409A of the Code.”

2.5

ThefollowingwordingwillbeaddedtotheendofruleError!Referencesourcenotfound.

(Otherconditions):

“provided that the waiver or amendment of such condition is consistent with the short-term deferral exception from section 409A of the Code.”

2.6

Rule1.5.2(Awardcertificate)willbedeletedandreplacedwiththefollowing:

“AParticipantmust,beforeadatedeterminedbytheCommitteeandnotifiedtotheParticipant, agree in writing to be bound by the Plan rules and the terms of the Award Certificate. If the Participant does not do so, theAward will lapse.”

2.7

Thefollowingwordingwillbeaddedtotheendofrule1.9(Awardsintranches):

“Each tranche of anAward and each payment in respect of anAward will be considered to be a “separate payment” for purposes of section 409A of the Code.”

33

3.

ImpactofaParticipantBecomingaUSParticipant

3.1

If a Participant holding a ConditionalAward becomes a US Participant, the provisions of this Schedule2willapplytotheAwardwithoutanyfurtheractionsonthepartoftheUSParticipant or the Company.

3.2

Any Option held by a Participant that subsequently becomes a US Participant following the AwardDatemaynolongerbeexercisedonadatedeterminedbytheParticipantinaccordance with the Plan rules but will instead be automatically exercised on the Participant’s behalf on:

(A)

iftheOptionissubjecttoaHoldingPeriodandisnotyetReleased,theReleaseDate;

(B)

iftheOptionisnotsubjecttoaHoldingPeriodandisUnvested,theVestingDate;or

(C)

the last day of the calendar year in which the Participant becomes a US Participant, if the Participant is entitled to exercise the Option on that date.

butinnoeventmaytheOptionbeexercisablelaterthan15Marchofthecalendaryearfollowing thecalendaryear inwhichtheOptionceasestobesubjecttoasubstantialriskofforfeiturefor purposes of section 409A of the Code.

4.

Limits

Rule2.3.10(Interpretation)andrule2.4(Multiplerelatedawards)willonlybegiveneffecttothe extent that they do not give rise to a “substitution” within the meaning of section 409A of the Code and with the intent that such effect will be in accordance with section 409Aof the Code, provided that no individual tax treatment is guaranteed by any Group Member.

5.

VestingandReleaseofAwards

5.1

Thefollowingwordingwill beaddedtothe end ofrule 3.1.1(Timing ofVestingandReleaseof Awards):

“provided that (except in the case of rule 3.1.1(vi)) theAward must Vest, if at all, no later than 15 March of the calendar year following the calendar year in which the Award is no longer subject to a substantial risk of forfeiture for purposes of section 409Aof the Code”

5.2

Anewrule3.2.3willbeaddedtorule3.2(DeterminationofPerformanceConditionsandother conditions):

“ItistheintentthatanyactiontakenbytheCommitteeunderrule3.2isinaccordancewiththe short-term deferral exemption of section 409A of the Code, provided that no individual tax treatment is guaranteed by any Group Member”

5.3

Anewrule3.3.5willbeaddedtorule3.3(ExtentofVesting):

“ItistheintentthatanyactiontakenbytheCommitteeunderrule3.3isinaccordancewiththe short-term deferral exemption of section 409A of the Code, provided that no individual tax treatment is guaranteed by any Group Member”

34

6.

ConsequencesofVestingandReleaseofAwards

6.1

Thefirstpartofrule4.2.1(Options)willbeamendedasfollows:

“AParticipant may, subject to any Dealing Restrictions, exercise an Option at any time during the Exercise Period (or, where rule 8 applies, any exercise period provided for under those rules) by:”

6.2

Anewrule4.2.4willbeaddedtorule4.2(Options):

“NotwithstandingtheoriginalExercisePeriod,anyOptionsubjecttorule3.2ofthisSchedule2 will lapse if it is not exercised by 15 March of the calendar year following the calendar year in which the Option is no longer subject to a substantial risk of forfeiture for purposes of section 409A of the Code.”

6.3

Anewrule4.5.5willbeaddedtoruleError!Referencesourcenotfound.(DividendEquivalent Payment):

"Notwithstanding anything to the contrary in this Plan or an Award Certificate, any Dividend EquivalentPaymentmustbepaid,ifatall,nolaterthan15Marchofthecalendaryearfollowing the calendar year in which theAward is no longer subject to a substantial risk of forfeiture for purposes of section 409A of the Code.”

6.4

Thefollowingwordingwillbeaddedtotheendofrule4.7(Withholding):

“If a liability to income tax and/or social security contributions arises in relation to anAward to whichthisSchedule2appliesthatanycurrentorformerGroupMemberisrequiredtowithhold beforethatAwardwouldotherwisebeReleased(a“TaxLiability”),theCommitteemayprovide that a portion of theAward will be Released at that time in respect of such amount of cash or such number of Shares as have a market value determined by the Committee to be sufficient to discharge that Tax Liability.”

7.

RecoveryofAward

7.1

Thefollowingwordingwillbeaddedtotheendofrule5.3.1(ii)(Malus):

“provided that the imposition of any such conditions will not result in Shares being issued or transferred in satisfaction of an Award, if at all, later than the end of the calendar year that containstheExpectedVestingDate,or,ifanAwardissubjecttoaHoldingPeriod,theExpected Release Date.”

7.2

The following wording will be added to the end of each of rule 5.5.1 (Recovery mechanisms) and rule 5.5.2:

“ItistheintentthatanyactiontakenbytheCommitteeunderrule5.5beinaccordancewiththe short-term deferral exception from section 409A of the Code, provided that no individual tax treatment is guaranteed by any Group Member.”

8.

LeavingtheGroup

8.1

Thepenultimatesentenceofrules6.1.3and6.1.4willbedeleted.

8.2

Rules6.1.5and6.2.1(ii)willbedeleted.

35

8.3

Thefollowingwordingwillbeaddedtotheendofthefirstsentenceofrule6.2.2:

“providedthattheVestingDatedoesnotoccur,ifatall,laterthan15Marchofthecalendaryear following the calendar year in which the Award is no longer subject to a substantial risk of forfeiture for purposes of section 409A of the Code.”

8.4

Thefollowingwordingwillbeaddedtotheendofrule6.2.3:

“providedthattheVestingDatedoesnotoccur,ifatall,laterthan15Marchofthecalendaryear following the calendar year in which the Award is no longer subject to a substantial risk of forfeiture for purposes of section 409A of the Code.”

8.5

Rule6.2.5willbedeleted.

8.6

Thefollowingwordingwillbeaddedtotheendofrule6.2.7:

“provided that such cash sum is paid, if at all, no later than 15 March of the calendar year following the calendar year in which the Award is no longer subject to a substantial risk of forfeiture for purposes of section 409A of the Code.”

9.

Death

9.1

Rule6.3.1(iii)willbedeleted.

9.2

Rule6.3.2willbedeleted.

9.3

Thefollowingwordingwillbeaddedtotheendofrule6.3.3:

“provided that such cash sum is paid, if at all, no later than 15 March of the calendar year following the calendar year in which the Award is no longer subject to a substantial risk of forfeiture for purposes of section 409A of the Code.”

10.

DeferredBonusAwards–UnvestedAwardsinothersituations

10.1

Rule6.4(DeferredBonusAwards–UnvestedAwardsinothersituations)willbedeleted.

11.

Takeoversandcorporateevents

11.1

Anewrule8.1.5willbeaddedtorule8.1 (Takeovers):

“ItistheintentthatanyactiontakenbytheCommitteeunderrule8.1beinaccordancewiththe short-term deferral exception from section 409A of the Code provided that no individual tax treatment is guaranteed by any Group Member.”

11.2

The wording in rule 8.2.4 “any other transaction” will be deleted and replaced by the wording “any other transaction (excluding a liquidation of the Company)”.

11.3

Thefollowingwordingwillbeaddedtotheendofrule8.2:

“providedthattheVestingDatedoesnotoccur,ifatall,laterthan15Marchofthecalendaryear following the calendar year in which the Award is no longer subject to a substantial risk of forfeiture for purposes of section 409A of the Code.

36

12.

Exchange

Thefollowingwordingwillbeaddedtotheendofrule9.2(Exchangeterms):

“It is the intent that any action taken by the Committee with respect to an exchange is in accordance with the short-term deferral exemption from section 409A of the Code, provided that no individual tax treatment is guaranteed by any Group Member.”

13.

AmendingthePlan

Anewrule12.5willbeaddedtorule12(AmendingthePlan):

“Notwithstandingtheprovisionsofthisrule12,itisintendedthatanyamendmentunderthisrule 12 will only be effective to the extent that it complies with section 409A of the Code or an exemption from that section, provided that no individual tax treatment is guaranteed by any Group Member.”

37

Schedule 3

CaliforniaParticipants

This Schedule 3 to the Plan is intended to satisfy the requirements of California Securities Law with respect to the grant of Conditional Awards. US Participants (as defined in Schedule 1) to whom California Securities Law applies who are resident in the State of California on theAward Date will be subject to the following additional terms and conditions specified in this Schedule 3 which for the purposes of compliance with the California Securities Law only will be deemed to be a separate plan maintained solely for California Participants.

14.

Definitions

Capitalised terms which are not defined in this Schedule 3 have the meanings given in the Plan rules. In this Schedule 3:

"CaliforniaParticipant’’ meansaParticipant whoisaresidentoftheStateofCaliforniaontheAward Date;

"California Securities Law’’ means, collectively, section 25102(o) of the California Corporate Securities Law of 1968, as amended, and the regulations issued thereunder by the California Commissioner of Corporations; and

“Rule701”meansRule701oftheUSSecuritiesActof1933,asitmaybeamendedfromtimetotime.

15.

AdditionalTermsofAwardstoCaliforniaParticipants

15.1

The terms of all Awards granted to a California Participant will comply, to the extent applicable, with the regulations issued under sections 260.140.42, 260.140.45 and 260.140.46, as applicable, of the California Securities Law.

15.2

Exceptto the extentprovidedinsection2.8ofthisSchedule 3,eachConditionalAwardwill be granted in accordance with Rule 701.

15.3

The total number of Shares which may be issued to California Participants under the Plan will not exceed the number of Shares determined under rule 2 of the Plan subject to adjustmentinaccordancewithrulesError!Referencesourcenotfound.and7ofthePlan and section 2.4 of this Schedule 3.

15.4

The Committee will proportionately adjust (in the manner it considers, in its discretion, appropriate) the number of Shares subject to a ConditionalAward in the event of a stock split, reverse stock split, stock dividend, recapitalisation, combination, reclassification or other distribution of the Company’s equity securities without the receipt of consideration by the Company.

15.5

ConditionalAwards must be granted before the tenth anniversary of the date on which the Plan is adopted by the Committee.

15.6

ThePlanmustbeapprovedbytheCompany’sshareholdersowningamajorityoftheShares by the later of (a) within 12 months before or after the Plan is adopted by the Committee, and(b)priortoorwithin12monthsoftheissuanceofanysecurityunderthePlaninthe State of California. If the Company is a “foreign private issuer,” as defined by Rule 3b-4 of theSecuritiesExchangeActof1934,asamended,itwillnotberequiredtocomplywiththis section2.6providedthattheaggregatenumberofpersonsresidentintheStateofCalifornia granted options under all option plans and agreements and issued securities under all purchases and bonus plans and agreements does not exceed 35.

38

15.7

RightstoacquireSharessubjecttoConditionalAwardswillbetransferableonlytotheextent permitted under rule 11.2 of the Plan and Rule 701.

15.8

Notwithstanding the foregoing, Awards may be granted under the Plan to any California Participant in accordance with any other registration exemption permitted under the California Securities Law or by qualification under such law, subject to such conditions as required by California law.

15.9

If,inaccordancewithsection2.8 ofthisSchedule3,Awardsaregrantedundera securities registration exemption that does not comply with all the conditions of Rule 701, California Participants will be provided with the Company’s report and accounts at least annually unless such California Participants are key persons (within the meaning given by section 260.140.46 of the Californian Securities Law) whose duties in connection with the Group assure them access to equivalent information.