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

With respect to clauses (i), 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 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 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), "Change in Control" has the meaning set forth in Section 7(a) of this Agreement

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