Extract to table

("Prior Employer"), and will resign from such position and forfeit certain unvested equity compensation in connection with accepting employment hereunder; WHEREAS, the Board of Directors of Parent (the "Board"), acting through its Remuneration Committee (the "Remuneration Committee"), chaired by Geoffrey Stanton, has approved the compensation and benefits set forth herein, subject to the execution of definitive agreements; WHEREAS, Executive's employment hereunder will be subject to a companion service agreement between Executive and Parent with respect to Executive's UK-based duties (the "UK Service Agreement"), to be governed by the laws of England and Wales, which will address, among other things, Executive's obligations as a director of Parent and his regulatory compliance obligations under the Financial Conduct Authority's Senior Managers & Certification Regime; WHEREAS, the parties intend for this Agreement to constitute the primary employment agreement governing Executive's service as Group CEO, with the UK Service Agreement serving as a supplementary arrangement addressing Executive's duties and obligations specific to his UK-based service; and NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: SECTION 1: DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

All capitalized terms used but not defined herein shall have the meanings ascribed to them elsewhere in this Agreement or, where applicable, in the Equity Plan

"Cause" means the occurrence of any one or more of the following events: (i) a material breach by Executive of this Agreement, the UK Service Agreement, or any other material written agreement between Executive and any member of the (ii) Executive's conviction of, or plea of guilty or nolo contendere to, a felony under the laws of the United States or any state thereof, or any crime involving fraud, dishonesty, or moral turpitude under the laws of any jurisdiction; (iii) Executive's willful misconduct or gross negligence in the performance of his duties hereunder that is materially injurious to the Group; (iv) Executive's commission of fraud, embezzlement, misappropriation of funds, or any act of material dishonesty in connection with his employment; (v) Executive's material violation of any written policy of the Company or Parent that has been provided to Executive, including any code of conduct, anti-corruption policy, or securities trading policy; or (vi) Executive's failure to cooperate in good faith with any investigation by a governmental authority or regulatory body having jurisdiction over the Group's With respect to clauses (i), (iii), and (v), the Company shall provide Executive with written notice specifying in reasonable detail the acts or omissions constituting Cause, and Executive shall have a period of thirty (30) calendar days following receipt of such notice to cure such acts or omissions (to the extent that the same are capable of cure)

If Executive fails to cure within such thirty (30)-day period, the termination for Cause shall be effective upon the expiration of such cure period

For the avoidance of doubt, no cure period shall be required with respect to clauses (ii), (iv), or (vi)

Any reference to a specific provision of the Code shall be deemed to include any regulations or other guidance promulgated thereunder