Registration No. 333-________
As filed with the United States Securities and
Exchange Commission on February 5, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ARQIT QUANTUM INC.
(Exact name of Registrant as specified in its charter)
| Cayman Islands |
|
Not Applicable |
(State or other jurisdiction
of incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
Arqit
Quantum Inc.
1st Floor, 3 Orchard Place
London,
SW1H 0BF United Kingdom
Telephone: +44 203 91 70155
(Address of principal executive offices)
Arqit
Quantum Inc. 2021 Incentive Award Plan
(Full title of the plan)
Arqit Inc.
1209 Orange Street
Wilmington, DE 19801
Telephone: (302) 658-7581
(Name, address and telephone number of agent for
service)
With a copy to:
Elliott Smith, Esq.
Daniel Turgel, Esq.
Monica Holden, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
Tel: +44 (0) 20 7532 1000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
Accelerated filer x |
Non-accelerated filer ¨ |
| Smaller reporting company ¨ |
Emerging growth company x |
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨
EXPLANATORY NOTE
This Registration Statement
on Form S-8 (this “Registration Statement”) is filed by Arqit Quantum Inc. (the “Company”) for the purpose
of registering additional ordinary shares, each with a par value of $0.0025 per share, of the Company (the “Ordinary Shares”),
issuable pursuant to the Arqit Quantum Inc. 2021 Incentive Award Plan, as amended from time to time (the “Plan”).
The number of Ordinary Shares
available for issuance under the Plan is subject to an automatic annual increase on the first day of each fiscal year during the term
of the Plan equal to 1% of the total number of Ordinary Shares outstanding on each December 31 immediately prior to the date of increase
(the “Plan Evergreen Provision”). Pursuant to the Plan Evergreen Provision, the number of Ordinary Shares available for issuance
under the Plan was increased by 65,971 shares effective January 1, 2024, and by 126,655 shares effective January 1, 2025. In
addition, on February 4, 2025 the board of directors of the Company approved an increase of 1,200,000 shares available for issuance
under the Plan (the “Reserve Increase”). This Registration Statement registers the additional shares available for issuance
under the Plan as a result of the Plan Evergreen Provision and the Reserve Increase. All share amounts have been adjusted to reflect the
1-for-25 reverse share split of the Company’s ordinary shares effected on September 25, 2024.
Pursuant
to Instruction E of Form S-8, the contents of the Company’s prior registration statements on Form S-8 registering Ordinary
Shares under the Plan (File Nos. 333-262215 and 333-275960) are hereby incorporated by reference herein, and the information required
by Part II of Form S-8 is omitted, except as supplemented by the information set forth below.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. |
Plan Information. * |
| Item 2. |
Registrant Information and Employee Plan Annual Information. * |
* As permitted by Rule 428 under the Securities
Act, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information
specified in Part I of this Registration Statement will be sent or given to each participant as may be required by Rule 428(b).
Such documents are not required to be and are not being filed with the Commission, either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement
to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference
in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to participants will also
indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) and
will include the address and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
The following documents, which
have been filed by the Registrant with the United States Securities and Exchange Commission (the “Commission”) pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in, and shall
be deemed to be a part of, this Registration Statement:
| 2. |
the description of the Registrant’s
ordinary shares contained in the Registrant’s registration statement on Form 8-A,
filed with the Commission on September 1, 2021, and any other amendment or report filed for the purpose of updating
such description, including in the Form 20-F. |
All reports and other documents
filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and, to the extent
specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission, in
each case, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant
to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such documents or reports. The Registrant is not incorporating
by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed”
with the Commission under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the report
or filing containing such information indicates that the information therein is to be considered “filed” under the Exchange
Act or is to be incorporated by reference in this Registration Statement.
For purposes of this Registration
Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein, or in any other
subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement
in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
The following documents are filed as exhibits
to this Registration Statement:
| (a) |
The undersigned Registrant hereby undertakes: |
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and |
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of the Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement and has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in London, United Kingdom, on February 5, 2025.
| ARQIT QUANTUM INC. |
|
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| By: |
/s/ Andrew Leaver |
|
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Name: Andrew Leaver |
|
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Title: Chief Executive Officer |
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KNOW ALL PERSONS BY THESE
PRESENTS, that each of the undersigned constitutes and appoints Andrew Leaver, acting alone, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all
capacities, to sign this Registration Statement, or other appropriate form, and all amendments thereto, including post-effective amendments,
of Arqit Quantum Inc., and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on February 5,
2025 in the capacities indicated.
| NAME |
|
POSITION |
| /s/ Andrew Leaver |
|
Chief Executive Officer (Principal Executive Officer) |
| Andrew Leaver |
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| /s/ Nick Pointon |
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Director and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| Nick Pointon |
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| /s/ Carlo Calabria |
|
Director |
| Carlo Calabria |
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| /s/ Stephen Chandler |
|
Director |
| Stephen Chandler |
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| /s/ Manfredi Lefebvre d’Ovidio |
|
Director |
| Manfredi Lefebvre d’Ovidio |
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| /s/ Garth Ritchie |
|
Director |
| Garth Ritchie |
|
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| /s/ Nicola Barbiero |
|
Director |
| Nicoal Barbiero |
|
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AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the requirement
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Arqit Quantum Inc.
has signed this registration statement on February 5, 2025.
| ARQIT INC. |
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| By: |
/s/ Patrick Willcocks |
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Name: Patrick Willcocks |
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Title: Authorized Representative |
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Exhibit 5.1
Our ref MUL/787816-000001/81747297v3
Arqit Quantum Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
5 February 2025
Arqit Quantum Inc.
We have acted as Cayman Islands counsel to Arqit
Quantum Inc. (the "Company") to provide this legal opinion in connection with the Company's registration statement on
Form S-8, including all amendments or supplements thereto (the "Form S-8"), filed with the United States Securities
and Exchange Commission (the "Commission") under the United States Securities Act of 1933 (the "Act"),
as amended (the "Registration Statement") relating to the registration of an additional 1,392,626 ordinary shares of
the Company of a par value of US$0.0025 each, (the "Shares"), to be issued in connection with the granting of certain
awards under the Arqit Quantum Inc. 2021 Incentive Award Plan, as amended from time to time (the "Plan").
We have reviewed originals, copies, drafts or
conformed copies of the following documents, and such other documents as we deem necessary:
| 1.1 | The certificate of incorporation dated 26
April 2021 and the amended and restated memorandum of association of the Company adopted
on 2 September 2021 (the "Memorandum and Articles"). |
| 1.2 | The minutes (the "Minutes")
of the meeting of the board of directors of the Company held on 30 August 2021 (the
"2021 Meeting") and 12 October 2023 (the "2023 Meeting",
and together with the 2021 Meeting, the "Meetings") and the written resolutions
of the board of directors of the Company dated [date] (the "Resolutions"). |
| 1.3 | A certificate of good standing with respect
to the Company issued by the Registrar of Companies (the "Certificate of Good Standing"). |
| 1.4 | A certificate from a director of the Company,
a copy of which is attached to this opinion letter (the "Director's Certificate"). |
| 1.6 | The Registration Statement. |
The following opinions are given only as to,
and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate
to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied
(without further verification) upon the completeness and accuracy of the Director's Certificate and the Certificate of Good Standing.
We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | The Plan has been or will be authorised by
or on behalf of all relevant parties in accordance with all relevant laws (other than, with
respect to the Company, the laws of the Cayman Islands). |
| 2.2 | The Plan is, or will be, legal, valid, binding
and enforceable against all relevant parties in accordance with its terms under relevant
laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.3 | The choice of Cayman Islands law as the governing
law of the Plan has been made in good faith. |
| 2.4 | Copies of documents, conformed copies or drafts
of documents provided to us are true and complete copies of, or in the final forms of, the
originals. |
| 2.5 | All signatures, initials and seals are genuine. |
| 2.6 | The capacity, power, authority and legal right
of all parties under all relevant laws and regulations (other than, with respect to the Company,
the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver
and perform their respective obligations under the Plan. |
| 2.7 | No invitation has been or will be made by
or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the
Shares. |
| 2.8 | There is no contractual or other prohibition
or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting
or restricting it from entering into and performing its obligations under the Plan. |
| 2.9 | No monies paid to or for the account of any
party under the Plans or any property received or disposed of by any party to the Plans in
each case in connection with the Plans or the consummation of the transactions contemplated
thereby represent or will represent proceeds of criminal conduct or criminal property or
terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism
Act (As Revised), respectively. |
| 2.10 | There is nothing under any law (other than
the laws of the Cayman Islands) which would or might affect the opinions set out below. |
| 2.11 | The Company will receive or has received
money or money's worth in consideration for the issue of the Shares and none of the Shares
were or will be issued for less than their par value. |
Save as aforesaid we have not been instructed
to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion.
Based upon, and subject to, the foregoing
assumptions and the qualification set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion
that the Shares to be offered and issued by the Company pursuant to the provisions of the Plan have been duly authorised for issue, and
when issued by the Company pursuant to the provisions of the Plan or the exercise of the Options for the consideration fixed thereto
and duly registered in the Company's register of members (shareholders), will be validly issued and (assuming that all of the consideration
is received by the Company) will be fully paid and non-assessable.
The opinions expressed above are subject to the
following qualification:
| 4.1 | As a matter of Cayman Islands law, a share
is only issued when it has been entered in the register of members (shareholders). Once the
register of members has been updated to reflect the issuance of the Shares, the shareholders
recorded in the register of members will be deemed to have legal title to the Shares set
against their respective name and such shares may be transferrable in accordance with the
Memorandum and Articles. |
| 4.2 | Under Cayman Islands law, the register of
members (shareholders) is prima facie evidence of title to shares and this register would
not record a third party interest in such shares. However, there are certain limited circumstances
where an application may be made to a Cayman Islands court for a determination on whether
the register of members reflects the correct legal position. Further, the Cayman Islands
court has the power to order that the register of members maintained by a company should
be rectified where it considers that the register of members does not reflect the correct
legal position. As far as we are aware, such applications are rarely made in the Cayman Islands
and for the purposes of the opinion given in paragraph 3, there are no circumstances or matters
of fact known to us on the date of this opinion letter which would properly form the basis
for an application for an order for rectification of the register of members of the Company,
but if such an application were made in respect of the Shares, then the validity of such
shares may be subject to re-examination by a Cayman Islands court. |
| 4.3 | In this opinion letter, the phrase "non-assessable"
means, with respect to shares in the Company, that a shareholder shall not, solely by virtue
of its status as a shareholder, be liable for additional assessments or calls on the shares
by the Company or its creditors (except in exceptional circumstances, such as involving fraud,
the establishment of an agency relationship or an illegal or improper purpose or other circumstances
in which a court may be prepared to pierce or lift the corporate veil). |
| 4.4 | Except as specifically stated herein, we make
no comment with respect to any representations and warranties which may be made by or with
respect to the Company in any of the documents or instruments cited in this opinion letter
or otherwise with respect to the commercial terms of the transactions the subject of this
opinion letter. |
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
We express no view as to the commercial terms of the Plans or whether
such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made
by the Company.
The opinions in this opinion letter are strictly limited to the matters
contained in the opinions section above and do not extend to any other matters. We have not been asked to review and we therefore have
not reviewed any of the ancillary documents relating to the Plans and express no opinion or observation upon the terms of any such document.
This opinion letter is addressed to you and may
be relied upon by you, your counsel and purchasers of the Shares pursuant to the Registration Statement. This opinion letter is limited
to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder (Cayman) LLP
Maples and Calder (Cayman) LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in
the Registration Statement (Form S-8) pertaining to the 2021 Incentive Award Plan and Rollover Options of Arqit Quantum Inc. of our report,
dated December 5, 2024, with respect to the consolidated financial statements of Arqit Quantum Inc. and its subsidiaries included in its
Annual Report (Form 20-F) for the year ended September 30, 2024, filed with the Securities and Exchange Commission.
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/s/
PKF Littlejohn LLP |
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|
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PKF Littlejohn LLP |
London, United Kingdom
February 5, 2025
Exhibit 99.1
ARQIT QUANTUM INC.
2021 INCENTIVE AWARD PLAN
(as amended on February 4, 2025)
1. Establishment of the Plan; Effective Date; Duration.
(a) Establishment
of the Plan; Effective Date. Arqit Quantum Inc., a Cayman Islands corporation (the “Company”), hereby establishes
this incentive compensation plan to be known as the “Arqit Quantum Inc. 2021 Incentive Award Plan,” as amended from time to
time (the “Plan”). The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Other Cash-Based Awards, Dividend Equivalents, and Performance
Compensation Awards. The Plan shall become effective on the Effective Date. The effectiveness of the Plan shall be subject to approval
of the Plan by the stockholders of the Company within twelve months following the date the Plan is first approved by the Board. The Plan
shall remain in effect as provided in Section 1(b) of the Plan. Capitalized but undefined terms shall have the meaning set forth
in Section 3 of the Plan.
(b) Duration
of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board to amend
or terminate the Plan at any time pursuant to Section 14. However, in no event may an Award be granted under the Plan on or after
ten years from the Effective Date, provided, however, in the case of an Award that is an Incentive Stock Option, no Incentive
Stock Option shall be granted on or after ten years from the earlier of (i) the date the Plan is approved by the Board and
(ii) date the Company’s stockholders approve the Plan.
2. Purpose.
The purpose of the Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to
provide a means whereby certain directors, officers, employees, consultants and advisors of the Company and its Affiliates can acquire
and maintain an equity interest in the Company, or be paid incentive compensation, which may be measured by reference to the value of
Common Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with
those of the Company’s stockholders.
3. Definitions.
Certain terms used herein have the definitions given to them in the first instance in which they are used. In addition, for purposes of
the Plan, the following terms are defined as set forth below:
(a) “Affiliate”
means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company
and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term
“control” (including, with correlative meaning, the terms “controlled by” and “under common control with”),
as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.
(b) “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Other Stock-Based Awards, Other Cash-Based Awards, Dividend Equivalents, and/or Performance Compensation Award
granted under the Plan.
(c) “Award
Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.
(d) “Board”
means the Board of Directors of the Company.
(e) “Cause”
means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or an Affiliate
having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting or similar
agreement between the Participant and the Company or an Affiliate in effect at the time of such termination, or (ii) in the absence
of any such employment or consulting or similar agreement (or the absence of any definition of “Cause” contained therein),
a Participant’s (A) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes
the Company or its Affiliates public disgrace or disrepute, or materially and adversely affects the Company’s or its Affiliates’
operations or financial performance or the relationship the Company has with its customers; (B) gross negligence or willful misconduct
with respect to the Company or any of its Affiliates, including, without limitation, fraud, embezzlement, theft or proven dishonesty in
the course of his employment or other service to the Company or an Affiliate; (C) alcohol abuse or use of controlled substances other
than in accordance with a physician’s prescription; (D) refusal to perform any lawful, material obligation or fulfill any duty
(other than any duty or obligation of the type described in clause (F) below) to the Company or its Affiliates (other than due to
a disability, as determined by the Committee), which refusal, if curable, is not cured within 15 days after delivery of written notice
thereof; (E) material breach of any agreement with or duty owed to the Company or any of its Affiliates, which breach, if curable,
is not cured within 15 days after the delivery of written notice thereof; or (F) any breach of any obligation or duty to the Company
or any of its Affiliates (whether arising by statute, common law or agreement) relating to confidentiality, noncompetition, nonsolicitation
and/or proprietary rights.
(f) “Change
in Control” shall, in the case of a particular Award, unless the applicable Award Agreement states otherwise or contains
a different definition of “Change in Control,” be deemed to occur upon any of the following events:
(i) any
“person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company or
any of its Affiliates, (B) any trustee or other fiduciary holding securities under any employee benefit plan of the Company or any
of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an entity
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Shares)
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, by way of merger,
consolidation, recapitalization, reorganization or otherwise, of fifty percent (50%) or more of the total voting power of the then outstanding
voting securities of the Company;
(ii) the
cessation of control (by virtue of their not constituting a majority of directors) of the Board by the individuals (the “Continuing
Directors”) who (x) were directors on the Effective Date or (y) become directors after Effective Date and whose
election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the
directors then in office who were directors on the Effective Date or whose election or nomination for election was previously so approved;
(iii) the
consummation of a merger or consolidation of the Company with any other company, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;
(iv) the
consummation of a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all the
Company’s assets; or
(v) any
other event specified as a “Change in Control” in an applicable Award Agreement.
Notwithstanding the foregoing,
if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral
of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under
Section 409A of the Code, the transaction or event described in subsection (i), (ii), (iii), (iv), or (v) with respect to such
Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction
also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).
(g) “Claim”
means any claim, liability or obligation of any nature, arising out of or relating to the Plan or an alleged breach of the Plan or an
Award Agreement.
(h) “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall
be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to
such section, regulations or guidance.
(i) “Committee”
means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by
the Board, the Board.
(j) “Common
Shares” means the Company’s ordinary shares, par value $0.0001 per share (and any shares or other securities into
which such ordinary shares may be converted or into which they may be exchanged).
(k) “Company”
means Arqit Quantum Inc., a Cayman Islands corporation.
(l) “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such
authorization.
(m) “Dividend
Equivalent” means a right awarded under Section 11 to receive the equivalent value (in cash or Common Shares) of ordinary
dividends that would otherwise be paid on the Common Shares subject to an Award that is a full-value award but that have not been issued
or delivered.
(n) “Effective
Date” shall mean the date on which the transactions contemplated by that certain Business Combination Agreement, by and
among Centricus Acquisition Corp., Centricus Heritage, LLC, Arqit Limited, David Williams as the Company Shareholder Representative, the
shareholders of Arqit Limited and, Arqit Quantum Inc., dated as of May 12, 2021 as amended from time to time, are consummated, provided
that the Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Company’s stockholders.
(o) “Eligible
Director” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange
Act.
(p) “Eligible
Person” with respect to an Award denominated in Common Shares, means any (i) individual employed by the Company or
an Affiliate; (ii) director of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate;
provided that if the Securities Act applies such persons must be eligible to be offered securities registrable on Form S-8
under the Securities Act; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers
of employment or consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once
he begins employment with or begins providing services to the Company or its Affiliates, provided that the Date of Grant of any Award
to such individual shall not be prior to the date he begins employment with or begins providing services to the Company or its Affiliates).
(q) “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as it may be amended from time to time, including the rules and
regulations promulgated thereunder and successor provisions and rules and regulations thereto.
(r) “Exercise
Price” has the meaning given such term in Section 7(b) of the Plan.
(s) “Fair
Market Value” means, as of any date, the value of Common Shares determined as follows:
(i) If
the Common Shares are listed on any established stock exchange or a national market system, the closing sales price for such shares (or
the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall
Street Journal or such other source as the Committee deems reliable;
(ii) If
the Common Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of
a Common Share will be the mean between the high bid and low asked prices for the Common Shares on the day of determination, as reported
in The Wall Street Journal or such other source as the Committee deems reliable; or
(iii) In
the absence of an established market for the Common Shares, the Fair Market Value will be determined in good faith by the Committee (acting
on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for
this purpose).
(iv) Notwithstanding
the foregoing, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under Section 409A
of the Code to the extent necessary for an Award to comply with, or be exempt from, Section 409A of the Code.
(t) “Immediate
Family Members” shall have the meaning set forth in Section 15(b)(ii).
(u) “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section 422
of the Code and otherwise meets the requirements set forth in the Plan for incentive stock options.
(v) “Indemnifiable
Person” shall have the meaning set forth in Section 4(e) of the Plan.
(w) “Independent
Third Party” means an individual or entity independent of the Company having experience in providing investment banking
or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes
of the Plan. The Committee may utilize one or more Independent Third Parties.
(x) “Mature
Shares” means Common Shares owned by a Participant that are not subject to any pledge or security interest and that have
been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee may determine
are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise Price or satisfy
a tax or deduction obligation of the Participant.
(y) “Nonqualified
Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.
(z) “Option”
means an Award granted under Section 7 of the Plan.
(aa) “Option
Period” has the meaning given such term in Section 7(c) of the Plan.
(bb) “Other
Cash-Based Award” means a cash Award granted to a Participant under Section 10 of the Plan, including cash awarded
as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.
(cc) “Other
Stock-Based Award” means an equity-based or equity-related Award, other than an Option, SAR, Restricted Stock, Restricted
Stock Unit or Dividend Equivalent, granted in accordance with the terms and conditions set forth under Section 10 of the Plan
(dd) “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6
of the Plan.
(ee) “Performance
Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 12
of the Plan.
(ff) “Performance
Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan pursuant to Section 12 of
the Plan.
(gg) “Performance
Formula” shall mean, for a Performance Period, the one or more formulae applied against the relevant Performance Goal to
determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all,
or none of the Performance Compensation Award has been earned for the applicable Performance Period.
(hh) “Performance
Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon the Performance Criteria pursuant to Section 12 of the Plan.
(ii) “Performance
Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation
Award.
(jj) “Permitted
Transferee” shall have the meaning set forth in Section 15(b)(ii) of the Plan.
(kk) “Person”
means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.
(ll) “Plan”
means this Arqit Quantum Inc.. 2021 Incentive Award Plan, as amended from time to time.
(mm) “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable,
the period of time within which performance is measured for purposes of determining whether an Award has been earned.
(nn) “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property,
subject to certain performance or time-based restrictions (including, without limitation, a requirement that the Participant remain continuously
employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.
(oo) “Restricted
Stock” means Common Shares, subject to certain specified performance or time-based restrictions (including, without limitation,
a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted
under Section 9 of the Plan.
(pp) “SAR
Period” has the meaning given such term in Section 8(b) of the Plan.
(qq) “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the
Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments
or successor provisions to such section, rules, regulations or guidance.
(rr) “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.
(ss) “Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a
SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent
of an Option, the Fair Market Value on the Date of Grant.
(tt) “Subsidiary”
means, with respect to any specified Person:
(i) any
corporation, association or other business entity of which more than 50% of the total voting power of shares (without regard to the occurrence
of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting
power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person
(or a combination thereof); and
(ii) any
partnership (or any comparable foreign entity (A) the sole general partner (or functional equivalent thereof) or the managing general
partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof)
of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
(uu) “Substitute
Award” has the meaning given such term in Section 5(e).
4. Administration.
(a) The
Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange
Act (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall, at the time
he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall
fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under
the Plan.
(b) Subject
to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express
powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to a Participant; (iii) determine the number of Common Shares to be covered by, or with respect
to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions
of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash,
Common Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which
Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what
circumstances the delivery of cash, Common Shares, other securities, other Awards or other property and other amounts payable with respect
to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret,
administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement
relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and
appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting
or exercisability of, payment for or lapse of restrictions
on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for
the administration of the Plan, in each case, to the extent consistent with the terms of the Plan.
(c) The
Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect
to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may
be so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of the Exchange Act.
(d) Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect
to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee,
may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company,
any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.
(e) No
member of the Board, the Committee, delegate of the Committee or any employee or agent of the Company (each such person, an “Indemnifiable
Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to
the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person
in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such
Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and against
and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such
Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided
that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company
gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s
choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or
other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts
or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad
faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s
Articles of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such Indemnifiable Persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law,
or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.
(f) Notwithstanding
anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards
and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee
under the Plan.
5. Grant
of Awards; Shares Subject to the Plan; Limitations.
(a) The
Committee may, from time to time, grant Awards to one or more Eligible Persons.
(b) Subject
to Section 13 of the Plan, Awards granted under the Plan shall be subject to the following limitations: (i) the Committee
is authorized to deliver under the Plan an aggregate of 2,489,725 Common Shares; provided, that the total number of Common
Shares that will be reserved, and that may be issued, under the Plan will automatically increase on the first trading day of each
calendar year, beginning with calendar year 2022, by a number of Common
Shares equal to one percent (1%) of the total outstanding Common Shares on the last day of the prior calendar year, and (ii) the
maximum number of Common Shares that may be granted under the Plan during any single fiscal year to any Participant who is a non-employee
director shall not exceed $250,000 in total value (calculating the value of any such Awards based on the Fair Market Value on the Date
of Grant of such Awards for financial reporting purposes), provided further that when taken together with any cash fees paid to
such non-employee director during such fiscal year in respect of his service as a non-employee director (including service as a member
or chair of any committee of the Board), the value of such total awards and cash fees paid shall not exceed $750,000; provided
that the non-employee directors who are considered independent (under the rules of The NASDAQ Stock Market or other securities
exchange on which the Common Shares are traded) may make exceptions to this limit for a non-executive chair of the Board, if any, in which
case the non-employee director receiving such additional compensation may not participate in the decision to award such compensation.
Notwithstanding the automatic annual increase set forth in (i) above, the Board may act prior to January 1st of a given year
to provide that there will be no such increase in the share reserve for such year or that the increase in the share reserve for such year
will be a lesser number of Common Shares than would otherwise occur pursuant to the stipulated percentage.
(c) In
the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Common Shares (either actually
or by attestation) or by the withholding of Common Shares by the Company, or (ii) tax or deduction liabilities arising from such
Option or other Award are satisfied by the tendering of Common Shares (either actually or by attestation) or by the withholding of Common
Shares by the Company, then in each such case the Common Shares so tendered or withheld shall be added to the Common Shares available
for grant under the Plan on a one-for-one basis. Shares underlying Awards under the Plan that are forfeited, canceled, expire unexercised,
or are settled in cash shall also be available again for issuance as Awards under the Plan.
(d) Common
Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company,
shares purchased on the open market or by private purchase, or a combination of the foregoing.
(e) Awards
may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously
granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). The number of
Common Shares underlying any Substitute Awards shall not be counted against the aggregate number of Common Shares available for Awards
under the Plan.
6. Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.
7. Options.
(a) Generally.
Each Option granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or
the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted shall be
subject to the conditions set forth in this Section 7 and to such other conditions not inconsistent with the Plan as may be reflected
in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award
Agreement expressly states that the Option is intended to be an Incentive Stock Option. Subject to Section 13, the maximum aggregate
number of Common Shares that may be issued through the exercise of Incentive Stock Options granted under the Plan is 15,000,000 Common
Shares, which, for the avoidance of doubt, such share limit shall not be subject to the annual adjustment provided in Section 5(b)(i). Incentive
Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option
shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated
as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with
the stockholder approval requirements of Section 422(b)(1) of the Code; provided that any Option intended to be
an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option
shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option,
the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of
the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive
Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option
appropriately granted under the Plan.
(b) Exercise
Price. Except with respect to Substitute Awards, the exercise price (“Exercise Price”) per Common Share for
each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided,
however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns
shares representing more than 10% of the total combined voting power of all classes of shares of the Company or any related corporation
(as determined in accordance with Treasury Regulation Section 1.422-2(f)), the Exercise Price per share shall not be less than 110%
of the Fair Market Value per share on the Date of Grant and provided further, that, notwithstanding any provision herein to the
contrary, the Exercise Price shall not be less than the par value per Common Share.
(c) Vesting
and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee
and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”);
provided, however, that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive
Stock Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the total combined voting power
of all classes of shares of the Company or any related corporation (as determined in accordance with Treasury Regulation Section 1.422-2(f));
provided, further, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion,
accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with
respect to exercisability. If the Option would expire at a time when the exercise of the Option would violate applicable securities laws,
the expiration date applicable to the Option will be automatically extended to a date that is 30 calendar days following the date such
exercise would no longer violate applicable securities laws (so long as such extension shall not violate Section 409A of the Code);
provided, that in no event shall such expiration date be extended beyond the expiration of the Option Period.
(d) Method
of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment
in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any taxes
required to be withheld or paid upon exercise of such Option. Options that have become exercisable may be exercised by delivery of written
or electronic notice of exercise to the Company in accordance with the terms of the Option, accompanied by payment of the Exercise Price.
The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or Common Shares valued at the Fair Market Value at the
time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient
number of Common Shares in lieu of actual delivery of such shares to the Company); provided that such Common Shares are not subject
to any pledge or other security interest and are Mature Shares; and (ii) by such other method as the Committee may permit in accordance
with applicable law, in its sole discretion, including without limitation: (A) in other property having a Fair Market Value on the
date of exercise equal to the Exercise Price, (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted “cashless exercise”
pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares otherwise deliverable
upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price, or (C) by a “net
exercise” method whereby the Company withholds from the delivery of the Common Shares for which the Option was exercised that number
of Common Shares having a Fair Market Value equal to the aggregate Exercise Price for the Common Shares for which the Option was exercised.
No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional
Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
(e) Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan
shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Shares acquired pursuant
to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale)
of such Common Shares before the later of (i) two years after the Date of Grant of the Incentive Stock Option or (ii) one
year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with
procedures established by the Committee, retain possession of any Common Shares acquired pursuant to the exercise of an Incentive Stock
Option as agent for the applicable Participant until the end of the period described in the preceding sentence.
(f) Compliance
With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner
that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable; any other applicable law; the applicable rules and
regulations of the Securities and Exchange Commission; or the applicable rules and regulations of any securities exchange or inter-dealer
quotation system on which the securities of the Company are listed or traded.
8. Stock
Appreciation Rights.
(a) Generally.
Each SAR granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the
posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be subject
to the conditions set forth in this Section 8 and to such other conditions not inconsistent with the Plan as may be reflected in
the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible
Persons independent of any Option.
(b) Strike
Price. The Strike Price per Common Share for each SAR shall not be less than 100% of the Fair Market Value of such share determined
as of the Date of Grant.
(c) Vesting
and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting
schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable
and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed
ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding
any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR, which acceleration
shall not affect the terms and conditions of such SAR other than with respect to exercisability. If the SAR would expire at a time when
the exercise of the SAR would violate applicable securities laws, the expiration date applicable to the SAR will be automatically extended
to a date that is 30 calendar days following the date such exercise would no longer violate applicable securities laws (so long as such
extension shall not violate Section 409A of the Code); provided, that in no event shall such expiration date be extended
beyond the expiration of the SAR Period.
(d) Method
of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the
Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were
awarded.
(e) Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are
being exercised, multiplied by the excess, if any, of the Fair Market Value of one Common Share on the exercise date over the Strike Price,
less an amount equal to any taxes required to be withheld or paid. The Company shall pay such amount in cash, in Common Shares having
a Fair Market Value equal to such amount, or any combination thereof, as determined by the Committee. No fractional Common Shares shall
be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property
shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall
be canceled, terminated or otherwise eliminated.
9. Restricted
Stock and Restricted Stock Units.
(a) Generally.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement (whether in paper or electronic medium
(including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such
grant shall be subject to the conditions set forth in this Section 9 and to such other conditions not inconsistent with the Plan
as may be reflected in the applicable Award Agreement.
(b) Restricted
Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be
established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted
Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions,
the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory
to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered
by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an
escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject
to the restrictions set forth in this Section 9 and the applicable Award Agreement, the Participant generally shall have the rights
and privileges of a stockholder as to such Restricted Stock, including, without limitation, the right to vote such Restricted Stock and
the right to receive dividends, if applicable. To the extent shares of Restricted Stock are forfeited, any share certificates issued to
the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder
with respect thereto shall terminate without further obligation on the part of the Company.
(c) Vesting.
Unless otherwise provided by the Committee in an Award Agreement the unvested portion of Restricted Stock and Restricted Stock Units shall
terminate and be forfeited upon termination of employment or service of the Participant granted the applicable Award.
(d) Delivery
of Restricted Stock and Settlement of Restricted Stock Units.
(i) Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award
Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If
an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge,
the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted
Period has expired (rounded down to the nearest full share) or shall register such shares in the Participants name without any such restrictions.
Dividends, if any, that may have been withheld by the Committee and attributable to any particular share
of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in Common Shares having
a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited,
the Participant shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award Agreement).
(ii) Unless
otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding
Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share for each such
outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (A) pay
cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of such Restricted Stock Units or (B) defer
the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the Restricted
Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made
in lieu of delivering Common Shares, the amount of such payment shall be equal to the Fair Market Value of the Common Shares as of the
date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any taxes required to
be withheld or paid.
10. Other
Stock-Based Awards and Other Cash-Based Awards..
(a) Other
Stock-Based Awards. The Committee may grant types of equity-based or equity-related Awards not otherwise described by the terms
of the Plan (including the grant or offer for sale of unrestricted Common Shares), in such amounts and subject to such terms and conditions,
as the Committee shall determine. Such Other Stock-Based Awards may involve the transfer of actual Common Shares to Participants, or payment
in cash or otherwise of amounts based on the value of Common Shares. The terms and conditions of such Awards shall be consistent with
the Plan and set forth in the Award Agreement and need not be uniform among all such Awards or all Participants receiving such Awards.
(b) Other
Cash-Based Awards. The Committee may grant a Participant a cash Award not otherwise described by the terms of the Plan, including
cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.
(c) Value
of Awards. Each Other Stock-Based Award shall be expressed in terms of Common Shares or units based on Common Shares, as determined
by the Committee, and each Other Cash-Based Awards shall be shall be expressed in terms of cash, as determined by the Committee. The Committee
may establish Performance Goals in its discretion pursuant to Section 12, and any such Performance Goals shall be set forth in the
applicable Award Agreement. If the Committee exercises its discretion to establish Performance Goals, the number and/or value of Other
Stock-Based Awards or Other Cash-Based Awards that will be paid out to the Participant will depend on the extent to which such Performance
Goals are met.
(d) Payment
of Awards. Payment, if any, with respect to an Other Stock-Based Award or Other Cash-Based Award shall be made in accordance with
the terms of the Award, as set forth in the Award Agreement, in cash, Common Shares or a combination of cash and Common Shares, as the
Committee determines.
(e) Vesting.
The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards or Other Cash-Based
Awards following the Participant’s termination of employment or service (including by reason of such Participant’s death,
disability (as determined by the Committee), or termination without Cause). Such provisions shall be determined in the sole discretion
of the Committee and will be included in the applicable Award Agreement but need not be uniform among all Other Stock-Based Awards or
Other Cash-Based Awards issued pursuant to the Plan and may reflect distinctions based on the reasons for the termination of employment
or service.
11. Dividend
Equivalents. No adjustment shall be made in the Common Shares issuable or taken into account under Awards on account of cash dividends
that may be paid or other rights that may be issued to the holders of Common Shares prior to issuance of such Common Shares under such
Award. The Committee may grant Dividend Equivalents based on the dividends declared on Common Shares that are subject to any Award (other
than an Option or Stock Appreciation Right). Any Award of Dividend Equivalents may be credited as of the dividend payment dates, during
the period between the Date of Grant of the Award and the date the Award becomes payable or terminates or expires, as determined by the
Committee; however, Dividend Equivalents shall not be payable unless and until the Award becomes payable, and shall be subject to forfeiture
to the same extent as the underlying Award. Dividend Equivalents may be subject to any additional limitations and/or restrictions determined
by the Committee. Dividend Equivalents shall be payable in cash, Common Shares or converted to full-value Awards, calculated based on
such formula, as may be determined by the Committee.
12. Performance
Compensation Awards.
(a) Generally.
The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of the Plan, to designate
such Award as a Performance Compensation Award. The Committee shall have the authority to make an award of a cash bonus to any Participant
and designate such Award as a Performance Compensation Award. Unless otherwise determined by the Committee, all Performance Compensation
Awards shall be evidenced by an Award Agreement.
(b) Discretion
of Committee with Respect to Performance Compensation Awards. The Committee shall have the discretion to establish the terms,
conditions and restrictions of any Performance Compensation Award. With regard to a particular Performance Period, the Committee shall
have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued,
the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance
Goals(s) that is (are) to apply and the Performance Formula.
(c) Performance
Criteria. The Committee may establish Performance Criteria that will be used to establish the Performance Goal(s) for
Performance Compensation Awards which may be based on the attainment of specific levels of performance of the Company (and/or one or
more Affiliates, divisions, business segments or operational units, or any combination of the foregoing) and may include, without
limitation, any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted
earnings per share (before or after taxes); (iii) revenue or revenue growth (measured on a net or gross basis);
(iv) gross profit or gross profit growth; (v) operating profit (before or after taxes); (vi) return
measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow
(including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on
capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the
Company’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or
amortization; (x) gross or operating margins; (xi) productivity ratios; (xii) share price (including,
but not limited to, growth measures and total stockholder return); (xiii) expense targets; (xiv) margins;
(xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth;
(xviii) working capital targets; (xix) measures of economic value added; (xx) inventory control;
(xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined
ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee
retention; (xxviii) timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions
and savings; (xxxi) productivity and efficiencies; (xxxii) strategic partnerships or transactions;
(xxxiii) personal targets, goals or completion of projects; and (xxxiv) such other criteria as established by the
Committee in its discretion from time to time. Any one or more of the Performance Criteria may be used on an absolute or relative
basis to measure the performance of the Company and/or one or more Affiliates as a whole or any business unit(s) of the Company
and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance
Criteria may be compared to the performance of a selected group of comparable or peer companies, or a published or special index
that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also
has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the
Performance Criteria specified in this paragraph. Any Performance Criteria that are financial metrics, may be determined in
accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted when
established to include or exclude any items otherwise includable or excludable under GAAP.
(d) Modification
of Performance Goal(s). The Committee is authorized at any time to adjust or modify the calculation of a Performance Goal for
such Performance Period, based on and in order to appropriately reflect any specified circumstance or event that occurs during a Performance
Period, including but not limited to the following: (i) asset write-downs; (ii) litigation or claim judgments or settlements;
(iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results;
(iv) any reorganization and restructuring programs; (v) unusual and/or infrequently occurring items as described in Accounting
Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of
financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year;
(vi) acquisitions or divestitures; (vii) discontinued operations; (viii) any other specific unusual or infrequently
occurring or non-recurring events, or objectively determinable category thereof; (ix) foreign exchange gains and losses;
and (x) a change in the Company’s fiscal year.
(e) Terms
and Condition to Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant must be employed
by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such
Performance Period. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent
that: (i) the Performance Goals for such period are achieved; and (ii) all or some of the portion of such Participant’s
Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such
achieved Performance Goals. Following the completion of a Performance Period, the Committee shall determine whether, and to what extent,
the Performance Goals for the Performance Period have been achieved and, if so, calculate the amount of the Performance Compensation Awards
earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance
Compensation Award actually payable for the Performance Period.
(f) Timing
of Award Payments. Except as provided in an Award Agreement, Performance Compensation Awards granted for a Performance Period
shall be paid to Participants as soon as administratively practicable following the Committee’s determination in accordance with
Section 12(e); provided, however, that in the event a Performance Compensation Award is subject to Code Section 409A, payment
of any amounts determined in accordance with Section 12(e) shall be paid to the Participant no later than March 15th
of the year following the year in which the last day of the applicable Performance Period occurred.
13. Changes
in Capital Structure and Similar Events. In the event of (a) any dividend (other than ordinary cash dividends)
or other distribution (whether in the form of cash, Common Shares, other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, combination,
repurchase or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to acquire Common
Shares or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change
in Control) that affects the Common Shares, or (b) unusual or infrequently occurring events (including, without limitation, a
Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in
applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer
quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole
discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem
equitable, subject to the requirements of Code Sections 409A, 421, and 422, if applicable, including without limitation any or all
of the following:
(a) adjusting
any or all of (i) the number of Common Shares or other securities of the Company (or number and kind of other securities or
other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, without
limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (ii) the terms of any outstanding Award,
including, without limitation, (A) the number of Common Shares or other securities of the Company (or number and kind of other securities
or other property) subject to outstanding Awards or to which outstanding Awards relate, (B) the Exercise Price or Strike Price with
respect to any Award or (C) any applicable performance measures (including, without limitation, Performance Criteria and Performance
Goals);
(b) providing
for a substitution or assumption of Awards in a manner that substantially preserves the applicable terms of such Awards;
(c) accelerating
the exercisability or vesting of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior
to the occurrence of such event;
(d) modifying
the terms of Awards to add events, conditions or circumstances (including termination of employment within a specified period after a
Change in Control) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate;
(e) deeming
any performance measures (including, without limitation, Performance Criteria and Performance Goals) satisfied at target, maximum or actual
performance through closing or such other level determined by the Committee in its sole discretion, or providing for the performance measures
to continue (as is or as adjusted by the Committee) after closing;
(f) providing
that for a period prior to the Change in Control determined by the Committee in its sole discretion, any Options or SARs that would not
otherwise become exercisable prior to the Change in Control will be exercisable as to all Common Shares subject thereto (but any such
exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place
after giving such notice for any reason whatsoever, the exercise will be null and void) and that any Options or SARs not exercised prior
to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change
in Control; and
(g) canceling
any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Shares, other securities or other
property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be
based upon the price per Common Share received or to be received by other stockholders of the Company in such event), including
without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the
Fair Market Value (as of a date specified by the Committee) of the Common Shares subject to such Option or SAR over the aggregate
Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR
having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a Common Share subject thereto
may be canceled and terminated without any payment or consideration therefor); provided, however, that in the
case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards
Codification Topic 718), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such
equity restructuring. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment
shall be final, conclusive and binding for all purposes.
14. Amendments
and Termination.
(a) Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at
any time; provided that (i) no amendment to Section 14(b) (to the extent required by the proviso in such Section 14(b))
shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall
be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the
Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer
quotation system on which the Common Shares may be listed or quoted); provided, further, that any such amendment, alteration,
suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary
of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.
(b) Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any conditions
or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated
Award Agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance,
cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore
granted shall not to that extent be effective without the consent of the affected Participant, unless the Committee determines, in its
sole discretion, that the amendment is necessary for the Award to comply with Code Section 409A; provided, further,
that without stockholder approval, except as otherwise permitted under Section 13 of the Plan, (i) no amendment or modification
may reduce the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option
or SAR where the Fair Market Value of the Common Shares underlying such Option or SAR is less than its Exercise Price and replace it with
a new Option or SAR, another Award or cash and (iii) the Committee may not take any other action that is considered a “repricing”
for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the
Common Shares are listed or quoted.
15. General.
(a) Award
Agreements. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant (whether
in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract
with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation,
the effect on such Award of the death, disability or termination of employment or service of a Participant, or of such other events as
may be determined by the Committee.
(b) Nontransferability.
(i) Each
Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law,
by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such
purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the
Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.
(ii) Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant,
without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve
the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the
instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a
trust solely for the benefit of the Participant and his Immediate Family Members; (C) a partnership or limited liability company
whose only partners or stockholders are the Participant and his Immediate Family Members; or (D) any other transferee as may
be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award Agreement
(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as, a “Permitted Transferee”);
provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer
and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.
(iii) The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference
in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that
(A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution;
(B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration
statement on an appropriate form covering the Common Shares to be acquired pursuant to the exercise of such Option if the Committee determines,
consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee
or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise
have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of
the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award
Agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable
by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.
(c) Tax
Withholding and Deductions.
(i) A
Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby
authorized to deduct and withhold, from any cash, Common Shares, other securities or other property deliverable under any Award or from
any compensation or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities or other property) of any
required taxes (up to the maximum statutory rate under applicable law as in effect from time to time as determined by the Committee) and
deduction in respect of an Award, its grant, vesting or exercise, or any payment or transfer under an Award or under the Plan and to take
such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such
taxes.
(ii) Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in
whole or in part, the foregoing tax and deduction liability by (A) the delivery of Common Shares (which are not subject to any
pledge or other security interest and are Mature Shares, except as otherwise determined by the Committee) owned by the Participant
having a Fair Market Value equal to such liability or (B) having the Company withhold from the number of Common Shares
otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value
equal to such liability.
(d) No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person,
shall have any Claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected
for a grant of any other Award. A Participant’s sole remedy for any Claim related to the Plan or any Award shall be against the
Company, and no Participant shall have any Claim or right of any nature against any Subsidiary or Affiliate of the Company or any stockholder
or existing or former director, officer or employee of the Company or any Subsidiary of the Company. There is no obligation for uniformity
of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations
and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants,
whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving
any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving
any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant
from employment or discontinue any consulting relationship, free from any liability or any Claim under the Plan, unless otherwise expressly
provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived
any Claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award
beyond the period provided under the Plan or any Award Agreement, notwithstanding any provision to the contrary in any written employment
contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before,
on or after the Date of Grant.
(e) International
Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may in its
sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform such terms with
the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates and,
in furtherance of such purposes the Administrator may make such modifications, amendments, procedures, sub-plans and the like as may be
necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries
operates or has employees.
(f) Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies)
who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant
may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation
with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that
no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s
death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant,
the beneficiary shall be deemed to be his spouse or, if the Participant is unmarried at the time of death, his estate.
(g) Termination
of Employment/Service. Unless determined otherwise by the Committee at any time following such event: (i) neither a
temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service
with the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or
service with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates
terminates, but such Participant continues to provide services to the Company and its Affiliates in a non- employee capacity (or
vice-versa), such change in status shall not be considered a termination of employment with the Company or an Affiliate.
(h) No
Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall be entitled
to the privileges of ownership in respect of Common Shares or other securities that are subject to Awards hereunder until such shares
have been issued or delivered to that person.
(i) Government
and Other Regulations.
(i) The
obligation of the Company to settle Awards in Common Shares or other consideration shall be subject to all applicable laws, rules, and
regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to
the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling,
any Common Shares or other securities pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities
Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company,
that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions
of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act
any of the Common Shares or other securities to be offered or sold under the Plan. The Committee shall have the authority to provide that
all certificates for Common Shares or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal
securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or
inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state,
local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the
contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its
sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity
to whose jurisdiction the Award is subject.
(ii) The
Committee may cancel an Award or any portion thereof if the Committee determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets,
the Company’s issuance of Common Shares or other securities to the Participant, the Participant’s acquisition of Common Shares
or other securities from the Company and/or the Participant’s sale of Common Shares to the public markets, illegal, impracticable
or inadvisable. If the Committee determines to cancel all or any portion of an Award denominated in Common Shares in accordance with the
foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of
the Common Shares subject to such Award or portion thereof that is canceled (determined as of the applicable exercise date, or the date
that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the
case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Common Shares (in the case of any other Award).
Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.
(j) Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is
unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his
estate (unless a prior Claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company,
be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge
of the liability of the Committee and the Company therefor.
(k) Nonexclusivity
of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may
deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than under the Plan,
and such arrangements may be either applicable generally or only in specific cases.
(l) No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the
other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan,
to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets,
nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately
maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors
of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services,
they shall have the same rights as other employees or service providers under general law.
(m) Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as
the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent
public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of
or service provider to the Company or the Committee or the Board, other than himself.
(n) Relationship
to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.
(o) Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the Cayman Islands applicable to contracts
made and performed wholly within the Cayman Islands, without giving effect to the conflict of laws provisions thereof.
(p) Severability.
If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall
be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall
remain in full force and effect.
(q) Obligations
Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or
organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and business of the Company.
(r) Code
Section 409A.
(i) Notwithstanding
any provision of the Plan to the contrary, all Awards made under the Plan are intended to be exempt from or, in the alternative, comply
with Code Section 409A and the authoritative guidance thereunder, including the exceptions for stock rights and short-term deferrals.
The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as a separate
payment for purposes of Code Section 409A.
(ii) If
a Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of his
termination of service, no amount that is nonqualified deferred compensation subject to Code Section 409A and that becomes payable
by reason of such termination of service shall be paid to the Participant (or in the event of the Participant’s death, the Participant’s
representative or estate) before the earlier of (x) the first business day after the date that is six months following the
date of the Participant’s termination of service, and (y) within 30 days following the date of the Participant’s death.
For purposes of Code Section 409A, a termination of service shall be deemed to occur only if it is a “separation from service”
within the meaning of Code Section 409A, and references in the Plan and any Award Agreement to “termination of service”
or similar terms shall mean a “separation from service.” If any Award is or becomes subject to Code Section 409A, unless
the applicable Award Agreement provides otherwise, such Award shall be payable upon the Participant’s “separation from service”
within the meaning of Code Section 409A. If any Award is or becomes subject to Code Section 409A and if payment of such Award
would be accelerated or otherwise triggered under a Change in Control, then the definition of Change in Control shall be deemed modified,
only to the extent necessary to avoid the imposition of any additional tax under Code Section 409A, to mean a “change in control
event” as such term is defined for purposes of Code Section 409A.
(iii) Any
adjustments made pursuant to Section 13 to Awards that are subject to Code Section 409A shall be made in compliance with the
requirements of Code Section 409A, and any adjustments made pursuant to Section 13 to Awards that are not subject to Code Section 409A
shall be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Code
Section 409A or (y) comply with the requirements of Code Section 409A.
(s) Expenses;
Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine
pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are
for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.
(t) Other
Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of Common
Shares or other securities under an Award, that the Participant execute lock-up, stockholder or other agreements, as it may determine
in its sole and absolute discretion.
(u) Payments.
Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive Common Shares or
other securities under any Award made under the Plan.
(v) Erroneously
Awarded Compensation. All Awards shall be subject (including on a retroactive basis) to (i) any clawback, forfeiture or
similar incentive compensation recoupment policy established from time to time by the Company, including, without limitation, any
such policy established to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, (ii) applicable law
(including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform
and Consumer Protection Act), and/or (iii) the rules and regulations of the applicable securities exchange or inter-dealer
quotation system on which the Common Shares or other securities are listed or quoted, and such requirements shall be deemed
incorporated by reference into all outstanding Award Agreements.
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-8
(Form Type)
Arqit
Quantum Inc.
(Exact Name
of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
Security
Class Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per
Unit |
Maximum
Aggregate
Offering
Price |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Ordinary shares, par value $0.0025 per share |
Rule 457(c) and Rule 457(h) |
1,392,625(2) |
$19.26(3) |
$26,815,004 |
$0.00015310 |
$4,105.38 |
| Total Offering Amount |
|
$26,815,004 |
|
$4,105.38 |
| Total Fee Offsets(4) |
|
|
|
- |
| Net Fee Due |
|
|
|
$4,105.38 |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement
shall also cover any additional shares of the Company’s ordinary shares, par value $0.0025 per share, that may become issuable under
the terms of the Company’s Arqit Quantum Inc. 2021 Incentive Award Plan (the “Plan”)
by reason of any share dividend, share split, recapitalization or other similar transaction. |
| (2) | Represents additional shares reserved for issuance authorized as of January 1, 2024 and January 1, 2025 under the "evergreen"
provision of the Plan, and pursuant to a further increase approved by the board of directors of the Company. |
| (3) | Estimated solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(c) and Rule 457(h)(1) promulgated under the Securities Act. The price per share and aggregate offering price
are based upon the average of the high and low prices of the registrant’s ordinary shares on February 3, 2025,
as reported on the Nasdaq Capital Market, which date is within five business days prior to the filing of this Registration
Statement. |
| (4) | The Company does not have any fee offsets. |
Arqit Quantum (NASDAQ:ARQQW)
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부터 2월(2) 2025 으로 3월(3) 2025
Arqit Quantum (NASDAQ:ARQQW)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025
