under the 1998 Plan, with the exception of (i) shares that were subject to a stock-settled stock appreciation right and were not issued upon the net settlement or net exercise of such stock
appreciation right, (ii) shares used to pay the exercise price of a stock option, (iii) shares delivered to or withheld by the Company to pay the withholding taxes related to an award, or (iv) shares repurchased on the open market
with proceeds of a stock option exercise. Any shares subject to a full value award that cease to be subject to such award (other than by reason of exercise or payment of the award to the extent it is settled in shares) shall again be available for
full value awards, without regard to the sublimit that will be in effect following this amendment.
Administration. The 1998 Plan
is administered by a committee established by the Board of Directors, which we refer to as the Committee. The Committee has the authority to administer the 1998 Plan and to exercise all the powers and authorities either specifically granted to it
under the 1998 Plan or necessary or advisable in the administration of the 1998 Plan, and to make all other determinations deemed necessary or advisable for the administration of the 1998 Plan.
Assumed or Substitute Awards. If, in connection with a business combination transaction, we assume or substitute for awards originally
granted by another entity, and such assumed or substituted awards will be administered under the 1998 Plan, such awards (1) will not count as part of the total number of ordinary shares that may be made subject to awards under the 1998 Plan,
subject to any limitations required by the U.S. Internal Revenue Code of 1986, as amended, and (2) will be on such terms as the Board of Directors deems appropriate notwithstanding any limitations on the terms and conditions of awards contained
in the 1998 Plan.
Adjustments. The Committee is required to make appropriate adjustments in connection with the 1998 Plan and any
outstanding awards to reflect stock dividends, recapitalizations, stock splits, combinations or exchanges of ordinary shares and other similar transactions which result in any increase or decrease in the number of issued ordinary shares effected
without receipt of consideration. In the event of a proposed sale of all or substantially all the assets of the Company, merger, liquidation, dissolution or other similar event, the Committee is authorized to provide for outstanding awards to be
assumed or substituted for, to accelerate the awards to make them fully exercisable prior to consummation of the acquisition event, to provide that the awards will terminate as of a fixed date following their acceleration or to provide for a cash-out of any outstanding options.
Amendment or Termination. No award may be made under the
1998 Plan after January 28, 2025. The Board of Directors may at any time suspend, terminate, modify or amend the 1998 Plan, however, shareholders must approve any amendment that would (1) increase the aggregate number of ordinary shares
issuable under the 1998 Plan, (2) materially increase the benefits accruing to grantees, (3) change the class of employees eligible for participation, (4) reduce the basis upon which the minimum option exercise price is determined,
(5) extend the period during which awards may be granted or (6) provide for an option that is exercisable more than 10 years after the date it is granted.
No Repricing of Options or Stock Appreciation Rights. The 1998 Plan prohibits the repricing of options or stock appreciation rights
under the 1998 Plan without shareholder approval. Specifically, except in connection with a corporate transaction involving us (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding awards may not be amended to reduce the exercise
price of outstanding options or stock appreciation rights, or cancel outstanding options or stock appreciation rights, in exchange for cash, other awards or options or stock appreciation rights with an exercise price that is less than the exercise
price of the original options or stock appreciation rights without shareholder approval.
Nontransferability. Awards granted under
the 1998 Plan are not transferable other than by will or by the laws of descent and distribution, other than pursuant to a qualified domestic relations order.
Section 102 Awards. Under the 1998 Plan, nonqualified stock options and restricted stock awards may be granted to
employees and consultants of Amdocs Limited or any of its subsidiaries or parents pursuant to the
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