1.

Grant of Share Unit Award.

Share Unit Award

Target Number of Share Units Granted:

#QuantityGranted#

2.

Vesting

a.

Except as otherwise provided herein, the Grantee shall be eligible to vest on the fifth anniversary of the Grant Date (the “Final Performance Date”) in a number of Share Units, if any, based on the achievement of the performance criteria set forth in Appendix A (the “Performance Criteria”), provided that the Grantee has not experienced a Termination of Affiliation prior to the Final Performance Date. Any portion of the DIP PSU Award that does not vest pursuant to the terms of the DIP PSU Award Agreement because the applicable Performance Criteria have not been satisfied as of the Final Performance Date shall be terminated, cancelled and forfeited on the Final Performance Date.

b.

Notwithstanding the foregoing, except as set forth in Section 2(c), upon the occurrence of a Change in Control, (i) the Performance Criteria shall be measured as of the date of such Change in Control and the greater of (A) the portion of the DIP PSU Award that has satisfied the Performance Criteria and (B) the Target Number of Share Units Granted shall remain outstanding and, except as set forth in Section 3(c), shall vest on the Final Performance Date if the Grantee has not experienced a Termination of Affiliation prior to such date and (ii) any portion of the DIP PSU Award that does not vest as described in the foregoing clause (i) as of the date of such Change in Control shall be immediately terminated, cancelled and forfeited.

c.

Sections 2(b)(i) and 3(c) shall not apply and instead the DIP PSU Award shall be immediately terminated, cancelled and forfeited upon a Change in Control occurring within 12 months following the Grant Date if (1) the DIP PSU Award is assumed or replaced with an award of substantially the same value and, other than with respect to performance metrics, terms (in each case, as determined in the discretion of the Board prior to the Change in Control) and (2) the Grantee is offered the role of Chief Executive Officer of the Company (or at the ultimate top level operating company following the Change in Control if the Company isn’t the top-level operating company) on terms that would not give the Grantee Good Reason to terminate employment provided, however, for purposes of this Section 2(c), Good Reason shall not include a material reduction of the Executive’s duties, authority or responsibilities occurring by reason of the Company no longer being a publicly-traded company and Grantee therefore no longer being the Chief Executive Officer of a publicly-traded company.

3.

Termination of Affiliation.

a.

Except as otherwise provided herein or in any other written agreement between the Grantee and the Company or any of its Subsidiaries, in the event that the Grantee has a Termination of Affiliation, the DIP PSU Award and the Grantee’s rights hereunder shall be terminated, cancelled and forfeited effective immediately upon such Termination of Affiliation.

b.

Except as set forth in Section 3(c), if the Grantee has a Termination of Affiliation due to death or Disability, then a portion of the Grantee’s DIP PSU Award shall vest on the date of Termination of Affiliation equal to the number of Conditionally Earned Share Units (as defined in Appendix A) multiplied by a fraction, the numerator of which is the number of days between the Grant Date and the date that such Termination of Affiliation occurs and the denominator of which is 1,826 days and such number of vested Share Units shall be settled in accordance with Section 5. Such vesting in the case of Disability shall be subject to the Grantee executing a legal release of the Grantee’s claims against the Company and its affiliates, in the form attached to the Grantee Employment Agreement (“Release”), within 21 days (except when associated with a group layoff of more than one person, in which case it is 45 days) following the effective date of the Termination of Affiliation (and not revoking the Release within the time period for revocation set forth in the Release). “Disability” shall have the meaning assigned to such term in the Grantee’s employment agreement with the Company, effective May 12, 2025 (the “Grantee Employment Agreement”).

c.

If the Grantee has a Termination of Affiliation due to a termination by the Company or any of its Subsidiaries, as applicable, without Cause or for Good Reason or due to death or Disability, in each case following a Change in Control (as defined in Appendix A) where the DIP PSU Award remains outstanding, then the portion of the Grantee’s DIP PSU Award then outstanding shall become fully vested and no longer subject to restriction upon such Termination of Affiliation and shall be settled in accordance with Section 5; provided, that such vesting shall be subject to the Grantee executing a Release, within 21 days (except when associated with a group layoff of more than one person, in which case it is 45 days) following the effective date of the Termination of Affiliation (and not revoking the Release within the time period for revocation set forth in the Release). “Cause” and “Good Reason” shall have the meanings assigned to such terms in the Grantee Employment Agreement.

4.

Adjustment of Awards Upon the Occurrence of Certain Unusual or Non-Recurring Events.

5.

Issuance of Shares.

6.

Rights as a Shareholder; Dividend Equivalents.

7.

Unfair Interference.

a.

The Grantee shall not without the prior written consent of the Company, during the Grantee’s employment with the Company and any Subsidiary and for a period of twelve months after the date on which the Grantee’s employment with the Company terminates (the “Termination Date”) for any reason, directly or indirectly, either alone or jointly with or on behalf of any other person, firm or company:

i.

hire, engage or solicit the services of or endeavor to entice away from the Company or any Subsidiary for which the Grantee has worked in the period of 12 months prior to the Termination Date, any director, employee or consultant of the Company or any such Subsidiary with whom the Grantee worked or had dealings during the course of the Grantee’s employment with the Company or any such Subsidiary.

ii.

solicit, canvass, approach or accept any approach from any Customer of the Company or any Subsidiary with a view to obtain their custom or supply for a Competitor.

b.

In this Section 7:

i.

“Customer” means person, firm or company which at or within a period of two years prior to the Termination Date has done business with the Company or any Subsidiary as a customer, client or supplier, or which the Company or any Subsidiary is or was in the process of negotiating with a view to such person, firm or company becoming a customer, client or supplier, and with whom the Grantee worked or had dealings with in the course of the Grantee’s employment and with whom or which the Grantee first had contact or otherwise developed a relationship while employed by the Company; and

ii.

“Competitor” means an actual or prospective competitor of any business carried on by the Company or any Subsidiary in which the Grantee worked at any time during the period of one year prior to the Termination Date and with whom or which the Grantee first had contact or otherwise developed a relationship while employed by the Company.

c.

The Grantee acknowledges that:

i.

the restrictions set out in this clause are reasonable and necessary for the protection of the legitimate interests of the Company (including but not limited to protecting confidential information, relationships with directors, employees, consultants and Customers, and the goodwill of the Company’s business), and that, having regard to those interests such restrictions do not impose an unreasonable burden on the Grantee; and

ii.

damages are not an adequate remedy to protect the interests of the Company, and the Company is entitled to seek and obtain injunctive relief, or any other remedy, in any Court.

d.

Unless otherwise agreed to or indicated in a letter of employment, these restrictions shall supersede any other restriction to which the Grantee may be subject in respect of non-solicitation of employees and of customers as set out in the Grantee’s letter of employment, if any. All other restrictions to which the Grantee may be subject which are not superseded by this clause shall continue with full effect in addition to the restrictions set out in this clause.

e.

The consideration for the promises in these restrictions is given to the Grantee by the Company on its own behalf and on behalf of each other Subsidiary (including, for the avoidance of doubt, any subsidiary to which the Grantee provides services from time to time).

f.

The restrictions shall remain in full force and effect and, except as otherwise provided herein, survive the termination of the Grantee’s employment for any reason whatsoever.

g.

Notwithstanding anything herein to the contrary, Section 7(a)(ii) shall not apply after a Grantee’s Termination Date (i) if the Grantee primarily lived or worked in California on the date that Grantee signed this DIP PSU Award Agreement or (ii) to the extent such section or any part thereof is otherwise unlawful under applicable law.

h.

Any proceedings initiated by the Grantee in relation to the restrictions in Section 7 shall be initiated in the jurisdiction in which the Grantee is employed or primarily providing services (which may be indicated in an employment contract) at the date of the termination of employment (“Territory”). For the avoidance of doubt, this Territory is Colorado for Grantees primarily living or working in Colorado. In the event that the Company or any Subsidiary (including, for the avoidance of doubt, any Subsidiary to which the Grantee provides services from time to time) is the plaintiff in any proceedings in relation to the restrictions in Section 7, the Company may, at its option, elect to enforce the restrictions in any competent court of any jurisdiction which shall accept jurisdiction for this purpose.

8.

Miscellaneous.

a.

Other Restrictions. This DIP PSU Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee otherwise 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; provided, that the designation of a beneficiary in accordance with the terms of the Plan, if applicable, shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. Notwithstanding any other provision of the Company Plan or this DIP PSU Award Agreement, the Company will not be required to issue, and the Grantee may not sell, assign, transfer or otherwise dispose of, any Shares received as payment of the Share Units, unless (i) there is in effect with respect to the Shares received as payment for the Share Units a registration statement under the United States Securities Act of 1933, as amended, and any applicable state or foreign securities laws or an exemption from such registration, and (ii) there has been obtained any other consent, approval or permit from any other regulatory body which the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing Common Stock received as payment of Share Units, as may be deemed necessary or advisable by the Company in order to comply with such securities laws or other restrictions.

b.

Section 409A; Six-Month Delay.  Section 8(b) of this DIP PSU Award Agreement will apply to a Grantee who, either at the Grant Date or at any time subsequent to the Grant Date, is subject to United States income taxes. The intent of the parties is that payments and benefits under the DIP PSU Award made to the Grantee comply with Section 409A of the Code and, accordingly, to the maximum extent permitted, the DIP PSU Award shall be interpreted and administered to be in compliance with Section 409A of the Code. Notwithstanding anything contained herein to the contrary, and to the extent applicable, the Grantee shall not be considered to have experienced a Termination of Affiliation for the purposes of Section 2 and Section 3 of this DIP PSU Award Agreement unless the Grantee would be considered to have incurred a “separation from service” within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under the DIP PSU Award shall be construed as a separate identified payment for the purposes of Section 409A of the Code, and any payments under the DIP PSU Award that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing, and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided under the DIP PSU Award during the six-month period immediately following the Grantee’s “separation from service” (within the meaning of Section 409A of the Code) shall instead be paid on the first business day after the date that is six months following the Grantee’s “separation from service” (or death, if earlier).

c.

Notices. Any notice to be given to the Company shall be addressed to the Company at its principal office, in care of its Assistant Corporate Secretary, or, if by electronic mail, to the email address of the Assistant Corporate Secretary. Any notice to be given to the Grantee shall be addressed to the Grantee at the address, or if by electronic email, the email address, listed in the Company’s records. By a notice given pursuant to this section, either party may designate a different address for notices. Any notice to be given hereunder shall be in writing and shall be deemed to have been given (i) on the date of transmission if sent by telecopy or by electronic mail or (ii) if not by electronic transmission, when actually delivered; when deposited in the national mail, postage prepaid and properly addressed to the applicable recipient; or when delivered by overnight courier.

d.

Binding Effect. Except as otherwise provided hereunder, this DIP PSU Award Agreement shall be binding upon the heirs, executors or successors of the parties to this DIP PSU Award Agreement, including all rights and obligations.

e.

Laws Applicable to Construction. Subject to Section 7 above, the interpretation, performance and enforcement of this DIP PSU Award Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this DIP PSU Award Agreement, the Share Units are subject to the terms and conditions of the Company Plan, which is hereby incorporated by reference.

f.

Adequate Information. By accepting the DIP PSU Award, the Grantee acknowledges that they have been given all relevant information and materials required with respect to the terms and conditions of the DIP PSU Award.

g.

No Advice. The information and materials provided in connection with the DIP PSU Award does not take into account the Grantee’s objectives, financial situation or needs. If the Grantee does not understand the terms and conditions of the DIP PSU Award, or is in any doubt, the Grantee should consult an independent authorized financial adviser. Neither the Company nor any Subsidiary, nor any entity or person acting on their behalf has provided the Grantee with any legal, investment, tax or financial advice with respect to the Grantee’s participation in the Company Plan, the DIP PSU Award or any Shares received upon the settlement of the DIP PSU Award.

h.

Language. The documents relating to the DIP PSU Award are in the English language only. By accepting the DIP PSU Award, the Grantee acknowledges that they fully understand the contents of the English language versions of these documents and that they do not need a translation.

i.

Employment. The grant of the DIP PSU Award does not form part of and does not affect or change the Grantee’s employment contract (if any) or employment relationship with the Grantee’s employer. The Grantee is not automatically entitled to the exercise of any discretion under the DIP PSU Award in their favor and the Grantee does not have any claim or right of action in respect of any decision, omission, or discretion which may operate to their disadvantage. The Grantee also waives all rights which might arise in connection with the DIP PSU Award, other than the right to acquire Shares (subject to and in accordance with the terms of the DIP PSU Award Agreement), in consideration for and as a condition of the DIP PSU Award. The Grantee does not have any right to compensation or damages for any loss (actual or potential) in relation to the DIP PSU Award.

j.

Forfeiture. The DIP PSU Award, and any Shares received in respect of Share Units, shall be subject to the forfeiture and claw-back provisions of Appendix B and the Company’s Clawback Policy for Executive Officers, dated August 1, 2023.

k.

Mobile Employees.  If the Grantee is a mobile employee, meaning that they are based in different tax jurisdictions during the course of their employment or that they are or may be subject to tax in more than one country, state or territory, the Grantee is required to inform the Company and strongly encouraged to speak with their own personal tax adviser regarding the tax treatment of their participation in the DIP PSU Award.

l.

Exchange Controls & Reporting Requirements. The Grantee is solely responsible for complying with any exchange control regulations or foreign asset reporting requirements which apply to them with respect to their DIP PSU Award and neither the Company nor the Grantee’s employer will be responsible for obtaining exchange control approval or making such reports on the Grantee’s behalf. If the Grantee fails to obtain any required exchange control approval or make such reports, neither the Company nor the employer will be liable in any way for any resulting fines or penalties. The Grantee should seek independent professional advice if they are unsure about their obligations as a result of their participation in the DIP PSU Award.

m.

Currency Risk. If the DIP PSU Award is related to any Shares and those Shares are traded in a currency which is not the currency in the Grantee’s jurisdiction, the value of the Shares may also be affected by movements in the exchange rate. Neither the Company nor any Subsidiary, nor any entity or person acting on their behalf is liable for any depreciation (or other impact) on any Shares due to movements in the exchange rate or any charges imposed in relation to the conversion or transfer of money.

n.

No Guarantee. Neither the Company nor any employer guarantees a specified level of return on the DIP PSU Award or, if applicable, any Shares. There is a risk that any Shares subject to the DIP PSU Award may fall as well as rise in value. Market forces will impact the price of any such Shares and, in the worst case, the market value of the Shares may become zero. More information in relation to the Company, including the share price performance, can be found at www.janushenderson.com.

o.

Electronic Communications. By accepting the DIP PSU Award, the Grantee consents to receiving all communications in relation to the DIP PSU Award electronically, including by email, and also consents to contracting electronically with the Company and/or other relevant parties in relation to the DIP PSU Award.

p.

Severability. The invalidity or unenforceability of any provision of this DIP PSU Award Agreement shall not affect the validity or enforceability of any other provision of this DIP PSU Award Agreement.

q.

Conflicts and Interpretation.  In the event of any conflict between this DIP PSU Award Agreement and the Company Plan, the Company Plan shall take precedence. In the event of any ambiguity in this DIP PSU Award Agreement, or any matters as to which this DIP PSU Award Agreement is silent, the Company Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the Company Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Company Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the Company Plan.

r.

Amendment. Except as otherwise provided for in this DIP PSU Award Agreement, this DIP PSU Award Agreement may not be modified, amended or waived except by an instrument in writing approved by both parties hereto; provided that the consent of the Grantee shall not be required for any amendment which (i) does not adversely affect the rights of the Grantee, or (ii) is necessary or advisable (as determined by the Committee) to carry out the purpose of the DIP PSU Award as a result of any new or change in existing applicable law. The waiver by either party of compli‐ance with any provision of this DIP PSU Award Agreement shall not operate or be construed as a waiver of any other provision of this DIP PSU Award Agreement, or of any subsequent breach by such party of a provision of this DIP PSU Award Agreement. Notwithstanding anything to the contrary contained in the Company Plan or in this DIP PSU Award Agreement, to the extent that the Company determines that the Share Units are subject to Section 409A of the Code and fail to comply with the requirements of Section 409A of the Code, the Company reserves the right to amend, restructure, terminate or replace the Share Units in order to cause the Share Units to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

s.

Headings. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this DIP PSU Award Agreement.

1.

Performance Criteria.

Total Shareholder Return

Payout % of Target

<50%

0%

50%

30%

60%

44%

70%

58%

80%

72%

90%

86%

100%

100%

110%

120%

120%

140%

130%

160%

140%

180%

≥150%

200%

2.

Definitions.

a.

“Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

i.

a change in the composition of the board of directors of the Company (the “Board”) such that the individuals who, as of the effective date of the DIP PSU Award Agreement, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this definition, that any individual who becomes a member of the Board subsequent to the effective date hereof, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of or in connection with either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, as modified) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

ii.

consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of the assets or stock of another entity (“Business Combination”); excluding, however, such a Business Combination pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the outstanding Common Stock of the Company and the outstanding voting securities of the Company immediately prior to such Business Combination will beneficially own, directly or indirectly, more than 50 percent of, respectively, the outstanding shares of common stock, and the combined Voting Power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding Common Stock of the Company and the outstanding voting securities of the Company, as the case may be, (2) no Person (other than the Company or any employee benefit plan (or related trust) of the Company or the corporation resulting from such Business Combination) will beneficially own, directly or indirectly, 20 percent or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Business Combination or the combined Voting Power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Business Combination; and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Business Combination; or

iii.

a Person, or Persons acting as a group, acquires beneficial ownership of 50 percent or more of the fair market value or Voting Power of the outstanding Shares in one or a series of related transactions; or

iv.

the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

b.

“Conditionally Earned Share Units” means any Share Units that are deemed earned prior to the end of the Performance Period.

c.

“Performance Period” means the period beginning on the Grant Date and ending on [●], 2030 or, if earlier, the date of a Change in Control.

d.

“Total Shareholder Return” (TSR) means the rate of the return reflecting stock price appreciation plus reinvestment of dividends paid with respect to such stock on the ex-dividend dates. For purposes of calculating the total shareholder return for the Company, the beginning Share price shall be the average closing Share price for the Company for the twenty (20) trading day period immediately preceding the first day of the Performance Period, and the ending Share price shall be each of the average closing Share prices for the Company for the twenty (20) trading day period immediately preceding each day in the Performance Period; provided, that in the case of a Change in Control, the ending Share price shall be the price per share of the Company in the Change in Control. Appropriate adjustments to Total Shareholder Return shall be made to take into account all share dividends, share splits, reverse share splits and other similar events that occur during the Performance Period and in the twenty (20) trading days ending on the beginning of the Performance Period.

1.

Forfeiture (Malus)

a.

Any time prior to the issuance of Shares to the Grantee in respect of a DIP PSU Award, the Board, acting fairly and reasonably, may determine that the vesting of the DIP PSU Award or the delivery of Shares in respect of a vested DIP PSU Award is not justified (and the undelivered Shares underlying the DIP PSU Award shall be forfeited) due to:

i.

a material misrepresentation in relation to the performance of the Company or its Subsidiaries (together, the “Group”), business unit or fund, mandate or other vehicle the assets of which are managed by a member of the Group (“Fund”) and/or the Grantee on the basis of which the Board made its determination as to the amount of the annual bonus awarded and the extent to which the DIP PSU Award was granted or earned, including (but not limited to): (A) a misstatement of the financial results and/or health of a member of the Group, business unit or Fund during a relevant fiscal year; (B) an erroneous calculation in relation to the results of a member of the Group, business unit or Fund or other performance benchmark; (C) errors in the financial statements of a member of the Group, business unit or Fund; or (d) discrepancies in the financial accounts for a relevant fiscal year, whether or not arising from fraud or reckless behavior on the part of any director or employee of a member of the Group;

ii.

significant changes in the overall financial situation of the Group;

iii.

a material downturn in the performance of: (A) any member of the Group or business unit for which the Grantee performs a role or has responsibility; and/or (B) any Fund to which the Grantee’s role relates or for which the Grantee has responsibility;

iv.

a material failure of risk management of: (A) any member of the Group or business unit for which the Grantee performs a role or has responsibility; and/or (B) any Fund to which the Grantee’s role relates or for which the Grantee has responsibility, whether or not the Grantee is responsible for such failure but taking into account the proximity of the Grantee to the failure of risk management;

v.

the Grantee ceasing to be an employee of any member of the Group by reason of dismissal for misconduct (for the avoidance of doubt, including but not limited to gross misconduct) or Cause, material or serious error or there is reasonable evidence of employee misbehavior; and/or,

vi.

the Grantee has engaged in conduct which the Board considers ought to result in the complete or partial reduction of the DIP PSU Award, including where the Grantee has failed to meet appropriate standards of fitness and propriety and/or has materially breached his or her service contract and/or any terms of employment or engagement with the Group.  

b.

For the avoidance of doubt, the Board may determine that the Share Units may be forfeited in whole or in part. The effect of the forfeiture of the DIP PSU Award (to the extent determined by the Board) shall be that the Grantee shall no longer be entitled to the issuance or transfer of Shares pursuant to this DIP PSU Award Agreement.

2.

Claw-Back of Award

a.

At any time following the issuance of Shares to the Grantee in respect of a DIP PSU Award until the third anniversary of such issuance, the Board, acting fairly and reasonably, may determine that a claw-back of such Shares (“Claw-Back”) is justified due to:

i.

a material misrepresentation in relation to the performance of a member of the Group, business unit or Fund and/or the Grantee on the basis of which the Board made its determination as to the amount of the annual bonus awarded and the extent to which the DIP PSU Award was granted, earned, vested or paid, including (but not limited to): (A) a misstatement of the financial results and/or health of a member of the Group, business unit or Fund during a relevant fiscal year; (B) an erroneous calculation in relation to the results of a member of the Group, business unit or Fund or other performance benchmark; (C) errors in the financial statements of a member of the Group, business unit or Fund; or (D) discrepancies in the financial accounts for a relevant fiscal year, whether or not arising from fraud or reckless behavior on the part of any director or employee of a member of the Group and the Board determines that either (x) such misrepresentation resulted in the Grantee receiving more Shares in respect of the DIP PSU Award than the Grantee would have received had the misrepresentation not occurred or (y) the Board determines the Grantee was responsible for such misrepresentation;

ii.

the Grantee ceasing to be an employee of any member of the Group by reason of dismissal for misconduct (for the avoidance of doubt, including but not limited to gross misconduct), material or serious error, or Cause, or there is reasonable evidence of employee misbehavior; and/or,

iii.

a material failure of risk management for which the Grantee has direct or indirect responsibility in respect of: (A) any member of the Group or business unit for which the Grantee performs a role or has responsibility; and/or (B) any Fund to which the Grantee’s role relates or for which the Grantee has responsibility.

b.

The manner in which the Claw-Back shall be made by the Board is as follows:

i.

the Company shall serve a notice in writing on the Grantee setting out:

(A)

the date of grant of the DIP PSU Award;

(B)

the total number of Shares subject to the DIP PSU Award which were delivered on the applicable issuance date;

(C)

the number of Shares subject to the DIP PSU Award which are subject to the Claw-Back calculated (if the Board so decides, after taking account of the tax and social security contributions paid by the Grantee) (“Claw-Back Shares”); and

(D)

the aggregate Fair Market Value of the Claw-Back Shares, as at the date the Claw-Back Shares were issued or transferred in satisfaction of the DIP PSU Award (“Claw-Back Amount”);

ii.

so far as the Board shall consider practicable, any Claw-Back shall be implemented by:

(A)

a reduction in the number of Shares subject to an Award granted under the Company Plan or an award granted under any other equity award plan operated by the Company which would otherwise vest for or be released to the Grantee on any future date;

(B)

withholding any cash amount otherwise due to the Grantee under any bonus scheme, notional share or notional fund scheme or other cash based incentive scheme of the Company or any member of the Group (on a pre- or post-tax basis, as determined by the Board); or

(C)

a deduction from any other sum owed to the Grantee (which may include unpaid salary and/or pension contributions) on a pre- or post-tax basis, as determined by the Board, up to the Claw-Back Amount; and

iii.

if the Grantee ceases at any time to be a participant in the Company Plan and/or any other equity award plan operated by the Company, or the number of Shares which may be transferred on or following any future date under the Company Plan and/or any other equity award plan operated by the Company have a Fair Market Value that is less than the Claw-Back Shares, or the Grantee ceases at any time to be a director or an employee of a member of the Group, then the Company may recover from the Grantee the Claw-Back Amount remaining to be clawed-back, and for these purposes the Claw-Back Amount is a debt which is immediately due and payable by the Grantee to the Company.