Notwithstanding anything to the contrary in the Plan, if on the date of the
participants Separation from Service, the participant is a specified employee within the meaning of Section 409A and is subject to Section 409A, the payment will occur on the later to occur of (x) the
scheduled distribution date and (y) the first day of the seventh month following the date of the participants Separation from Service or, if earlier, the date of the participants death.
(b) Medium of Payment. Payments from the Deferred Compensation Account shall be made in whole Shares and/or ADS, as applicable,
for each whole Deferred RSU, and in cash for any fractional Deferred RSU; provided, that, the Company may choose in its sole discretion to pay the participant cash in lieu of all or a portion of the Shares and/or ADS, as
applicable. Deferred RSUs issued to and Shares and/or ADS, as applicable, paid to participants under the Plan shall be issued and paid from the Equity Plan.
8. Unfunded Promise to Pay; No Segregation of Funds or Assets. Nothing in this Plan shall require the segregation of any assets of the Company or
any type of funding by the Company, it being the intention of the parties that the Plan be an unfunded arrangement for federal income tax purposes. No participant shall have any rights to or interest in any specific assets or ADS or Shares by
reason of the Plan, and any participants rights to enforce payment of the obligations of the Company hereunder shall be those of a general creditor of the Company.
9. Nonassignability; Beneficiary Designation. The right of a participant to receive any unpaid portion of the participants Deferred
Compensation Account shall not be assigned, transferred, pledged or encumbered or subjected in any manner to alienation or anticipation. However, in the event of a participants death, the Company will pay the unpaid portion of the
participants Deferred Compensation Account to the participants designated beneficiaries. If the participant fails to complete a valid beneficiary designation, the participants beneficiary will be his or her estate.
10. Administration. The Plan will be administered under the supervision of the Plan Administrator. The Plan Administrator will prescribe
guidelines and forms for the implementation and administration of the Plan, interpret the terms of the Plan, and make all other substantive decisions regarding the operation of the Plan. The Plan Administrators decisions in its administration
of the Plan are conclusive and binding on all persons.
11. Section 409A. To the extent a participant is subject to Section 409A, the Plan
is intended to comply with Section 409A and any regulations and guidance thereunder and shall be interpreted and operated in accordance with such intent. Notwithstanding anything to the contrary in the Plan, neither the Company, its
affiliates, the Board, nor the Plan Administrator will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any participant under Section 409A, and neither the Company, its affiliates, the Board, nor
the Plan Administrator will have any liability to any participant for such tax or penalty.
12. Construction. The laws of the England and Wales
shall govern all questions of law arising with respect to the Plan, without regard to the choice of law principles of any jurisdiction, except where the laws governing the Plan are preempted by the laws of the England and Wales. To the extent
applicable, the Plan is intended to be construed so that participation in the Plan will be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to regulations and interpretations issued from time to time
by the Securities and Exchange Commission. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be
construed and enforced as if the illegal or invalid provision had never been inserted. This document constitutes the entire Plan, and supersedes any prior oral or written agreements on the subject matter hereof.