EMPLOYEE STOCK OPTION PLAN

Approved and adopted by the Board of Directors on [INSERT DATE OF APPROVAL BY BOARD OF DIRECTOR] and by the stockholders on [INSERT DATE OF APPROVAL BY STOCKHOLDER].

1. STATEMENT OF PURPOSE
   1. The Company has formulated this Plan, in furtherance to the corporate policy of the Company, for creating an environment conducive to higher growth opportunities for its Employees and Employees of its Affiliates and with a view to align the interests of such Employees and those of the shareholders by creating a common sense of purpose towards creating sustainable shareholder value.
2. DEFINITIONS
   1. Administrator shall mean the Compensation Committee of the Board (or a subcommittee thereof) acting in its capacity as administrator of the Plan.
   2. Applicable Laws shall mean the legal requirements related to the Plan and the option under applicable provisions of the securities laws of [INSERT COUNTRY/STATE OF APPLICABLE LAWS].
   3. Board shall mean the Company’s Board of Directors.
   4. Company shall mean [INSERT NAME OF COMPANY].
   5. Non-Voting Shares are the shares of the company which do not give the optinee any voting rights in the company.
   6. Option Shares shall mean the number of shares of:
      1. Ordinary Shares; and
      2. Non-voting Shares; subject to the option as specified in attached Schedule I.
   7. Optionee shall mean the person eligible to avail the Employee Stock Option Plan.
   8. Ordinary Shares are the shares of the company which carry voting rights, rights to dividends and a right to participate in a winding up in any excess assets.
   9. Permanent Disability shall mean the inability of Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or to be of continuous duration of twelve (12) months or more.
   10. Plan shall mean this Employee Stock Option Plan.
3. GRANT OF OPTION
   1. The Company hereby grants to the eligible persons (the “Optionee”) an option to purchase option shares under the Plan. The date on which this option is granted (the “Grant Date”), the number of shares of:
      1. Ordinary Shares; and
      2. Non-voting Shares
   2. Purchase based on the above options (the “Option Shares”), the exercise price payable per share (the “Exercise Price”), the applicable vesting schedule by which this option shall vest and become exercisable incrementally for the Option Shares (the “Vesting Schedule”) and the date to be used to measure the maximum term of this option (the “Expiration Date”) is indicated in the attached Schedule I to this Agreement. The remaining terms and conditions governing this option shall be as set forth in this Plan.
4. ELIGIBILITY FOR THE GRANT OF OPTIONS
   1. The criteria to be fulfilled by an Employee for being considered an Eligible Employee may be prescribed by the Committee from time to time. Only Employees fulfilling such criteria and who are not Disqualified Employees shall be considered Eligible Employees for the purposes of this Plan.
   2. An Option can be granted only to an Eligible Employee who has been selected by the Committee. While selecting Eligible Employees for the award of Grants and for deciding the number of Options to be Granted to such Eligible Employees, the Committee may be guided by the following considerations (i.e. eligibility criteria):
      1. Number of years of service which shall be more than [INSERT YEARS OF SERVICE] years
      2. Job profile and grade
      3. Performance rating or key result area appraisal
      4. Any other factors the Board of Directors or the Committee may deem appropriate.
      5. Option term
   3. The term of this option shall commence on the Grant Date and continue to be in effect until the close of business on the last business day prior to the Expiration Date specified in attached Schedule I, unless sooner terminated in accordance with this Plan.
5. LIMITED TRANSFERABILITY
   1. This option shall be neither transferable nor assignable by Optionee other than by will or the laws of inheritance following Optionee’s death and may be exercised, during Optionee’s lifetime, only by Optionee.
6. DATES OF EXERCISE
   1. This option shall vest and become exercisable for the Option Shares in a series of installments in accordance with the Vesting Schedule set forth in attached Schedule I. As the option vests and becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the last business day prior to the Expiration Date or any sooner termination of the option term.
7. CESSATION OF SERVICE
   1. The option mentioned above shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable:
      1. Except as otherwise expressly provided in subparagraphs (b) through (f) of this clause, should Optionee cease to remain in Continuous Service for any reason while this option is outstanding, then Optionee shall have until the close of business on the last business day prior to the expiration of the three (3)-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of Continuous Service, but in no event shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date.
      2. In the event Optionee ceases Continuous Service by reason of his or her death while this option is outstanding, then this option may be exercised, for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of Continuous Service, by (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death. However, if Optionee dies while holding this option and has an effective beneficiary designation in effect for this option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this option following Optionee’s death. Any such right to exercise this option shall lapse, and this option shall cease to be outstanding, upon the close of business on the last business day prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. Upon the expiration of such limited exercise period, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised.
      3. Should Optionee cease Continuous Service by reason of Permanent Disability while this option is outstanding, then Optionee shall have until the close of business on the last business day prior to the expiration of the twelve (12)-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Continuous Service. In no event, however, shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date.
      4. Except as otherwise precluded by Applicable Laws, should (i) Optionee cease Continuous Service after completion of at least three (3) years of Continuous Service and (ii) the sum of Optionee’s attained age and completed years of Continuous Service at the time of such cessation of service equals or exceeds seventy (70) years, then Optionee shall have until the close of business on the last business day prior to the expiration of the thirty-six (36)-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Continuous Service. In no event, however, shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date.
      5. The applicable period of post-service exercisability in effect pursuant to the foregoing provisions of this clause shall automatically be extended by an additional period of time equal in duration to any interval within such post-service exercise period during which the exercise of this option or the immediate sale of the Option Shares acquired under this option cannot be effected in compliance with applicable securities laws, but in no event shall such an extension result in the continuation of this option beyond the close of business on the last business day prior to the Expiration Date.
      6. Should Optionee’s Continuous Service be terminated for Cause, or should Optionee engage in any other conduct, while in Continuous Service or following cessation of Continuous Service, that is materially detrimental to the business or affairs of the Company (or any Related Entity), as determined in the sole discretion of the Administrator, then this option, whether or not vested and exercisable at the time, shall terminate immediately and cease to be outstanding.
      7. During the limited period of post-service exercisability provided under this clause, this option may not be exercised in the aggregate for more than the number of Option Shares for which this option is at the time vested and exercisable. Except to the extent (if any) specifically authorized by the Administrator pursuant to an express written agreement with the Optionee, this option shall not vest or become exercisable for any additional Option Shares, whether pursuant to the normal Vesting Schedule set forth in attached Schedule I or the special vesting acceleration provisions of clause, following Optionee’s cessation of Continuous Service. Upon the expiration of such limited exercise period or (if earlier) upon the close of business on the last business day prior to the Expiration Date, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised.
8. SPECIAL ACCELERATION OF OPTION
   1. This option, to the extent outstanding at the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully vested shares of Option Shares. However, this option shall not become exercisable on such an accelerated basis if and to the extent: (i) this option is to be assumed by the successor Company (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control transaction, (ii) this option is to be replaced with an economically-equivalent substitute award or (iii) this option is to be replaced with a cash retention program of the successor Company which preserves the spread existing at the time of the Change in Control on any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent vesting and concurrent payout of that spread in accordance with the same Vesting Schedule for those Option Shares as set forth in attached Schedule I.
   2. Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction.
   3. If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Option Shares subject to this option would have been converted in consummation of such Change in Control had those shares actually been outstanding at the time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Company’s outstanding Option Shares receive cash consideration for their Option Shares in consummation of the Change in Control, the successor Company may, in connection with the assumption or continuation of this option but subject to the Administrator’s approval, substitute one or more shares of its own Option Shares with a fair market value equivalent to the cash consideration paid per share of Option Shares in such Change in Control, provided such Option Shares is readily tradable on an established Switzerland securities exchange or market.
   4. If this option is assumed or otherwise continued in effect in connection with a Change in Control or replaced with an economically-equivalent award or a cash retention program, then:
      1. The option (or such economically equivalent award) shall vest and become immediately exercisable for all of the Option Shares or other securities at the time subject to the option (or such award) and may, within the applicable exercise period, be exercised for any or all of those Option Shares or other securities as fully vested shares or securities, or
      2. the balance credited to Optionee under any cash retention program established pursuant to clause 8a shall immediately be paid to Optionee in a lump sum, subject to the Company’s collection of all applicable Withholding Taxes;
      3. if, within the period beginning with the execution date of the definitive agreement for the Change in Control transaction and ending with the earlier of (i) the termination of that definitive agreement without the consummation of such Change in Control or (ii) the expiration of the Applicable Acceleration Period following the consummation of such Change in Control, Optionee’s Continuous Service terminates due to an involuntary termination (other than for death or Permanent Disability) without Cause or a voluntary termination by Optionee due to Constructive Termination.
      4. This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
9. DISQUALIFICATIONS
   1. An Employee shall be disqualified from participating in the Plan (“Disqualified Employee”) in the following circumstances:
      1. If an Employee is guilty of Misconduct.
      2. If an Employee has been dismissed from the employment of the Company for Misconduct and/or for violating the rules and/or regulations of the Company.
      3. If an Employee has abandoned his job with the Company.
      4. If the Employee has resigned from the employment of the Company before the date(s) of Vesting.
      5. If an Employee has remained absent without leave for a period exceeding [INSERT DAYS OF ABSENCE WITHOUT LEAVE] days.
      6. If an Employee assigns or encumbers or attempts to assign or encumber his rights under the Plan. (An Employee is not permitted to assign his rights or obligations under this Plan).
      7. If an Employee is declared insolvent.
      8. If the Employee is in breach of the terms of Employment.
      9. If an Employee attempts to induce or has induced any customer or Employee to discontinue his/her employment/association with the Company.
      10. If in the opinion of the Committee the Employee has acted against the interest of the Company.
   2. Misconduct shall include, without limitation:
      1. Fraud.
      2. Any offense involving moral turpitude.
      3. Deliberately causing financial loss to the Company.
      4. Damage or loss of property entrusted to the Employee for custody.
      5. Misappropriation of money and/or property.
      6. Willful neglect.
      7. Breach of trust.
      8. Unethical and/or immoral conduct.
      9. Willful disobedience.
      10. Breach of the terms of Employment.
      11. Breach of any contract or agreement between the Employee and the Company or any Affiliate of the Company.
10. ADJUSTMENT IN OPTION SHARES
    1. Should any change be made to the Option Shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction, or other change affecting the outstanding Option Shares as a class without the Company’s receipt of consideration, or should the value of outstanding shares of Option Shares be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable and proportional adjustments shall be made by the Administrator to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price. The adjustments shall be made in such manner as the Administrator deems appropriate in order to reflect such change and thereby prevent the dilution or enlargement of benefits hereunder, and those adjustments shall be final, binding and conclusive upon Optionee and any other person or persons having an interest in the option. In the event of any Change in Control transaction, the adjustment provisions of Paragraph 8(c) above shall be controlling.
11. STOCKHOLDER RIGHTS
    1. The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.
12. MANNER OF EXERCISING OPTION
    1. In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions:
    2. Execute and deliver to the Company a Notice of Exercise as to the Option Shares for which the option is exercised or comply with such other procedures as the Company may establish for notifying the Company, either directly or through an on-line internet transaction with a brokerage firm authorized by the Company to effect such option exercises, of the exercise of this option for one or more Option Shares. The Optionee shall be required to execute an Agreement after availing the Option Shares.
    3. Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:
    4. Furnish to the Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option.
    5. Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable Withholding Taxes.
    6. As soon as practical after the Exercise Date, the Company shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares (either in paper or electronic form), with the appropriate legends affixed thereto.
    7. In no event may this option be exercised for any fractional shares.
    8. The company will maintain records of the option grant and track the vesting and exercise of the options.
13. GOOD LEAVER AND INELIGIBLE PARTICIPANT
    1. Good Leaver: A Good Leaver shall be defined as an employee who leaves the company for one of the following reasons:
    2. Retirement: The employee voluntarily retires after reaching the company's designated retirement age.
    3. Permanent Disability: The employee is unable to continue employment due to a permanent disability as certified by a qualified medical professional.
    4. Death: In the unfortunate event of the employee's death while in employment, the clause shall extend to their legal heirs or designated beneficiaries.
    5. Termination Without Cause: The company terminates the employee's employment without cause as defined by the applicable employment laws.
    6. In the event of a Good Leaver scenario, the following provisions shall apply to the employee's stock options:
       1. Vested Options: Any stock options that have vested prior to the employee's departure shall remain exercisable by the employee or their legal heirs/beneficiaries for a specified period following the departure.
       2. Forfeited Options: Any unvested stock options at the time of departure shall be immediately forfeited by the employee.
    7. Exercise Period: In the case of a Good Leaver, the employee or their legal heirs/beneficiaries shall be entitled to exercise the vested stock options within a specified period, typically 90 days from the date of departure or a reasonable period as determined by the company.
    8. Change of Control Provision: In the event of a change of control of the company, such as a merger, acquisition, or sale of the majority of the company's assets, the Good Leaver Clause shall provide for an acceleration of vesting of all outstanding stock options, enabling the employee to exercise their vested options in full.
    9. Ineligible Participant: An Ineligible Participant shall be defined as an employee who leaves the company for any reason other than those defined under clause 13.1.1.
    10. In the event of an Ineligible Participant scenario, the following provisions shall apply to the employee's stock options:
    11. Forfeiture of Vested Options: Any stock options that have vested prior to the employee's departure shall be immediately forfeited by the employee.
    12. Forfeiture of Unvested Options: Any unvested stock options at the time of departure shall be immediately forfeited by the employee.
    13. The employee will not be entitled to any dividends or other distributions declared after their termination date.
    14. Repurchase Option: The company shall have the right, but not the obligation, to repurchase any shares acquired through the exercise of stock options at the original exercise price or fair market value, whichever is lower, within a specified period following the employee's departure.
    15. Non-Compete and Confidentiality Obligations: The employee shall be bound by any non-compete and confidentiality obligations as specified in their employment agreement or other relevant company policies, even after their departure. Failure to comply with these obligations may result in legal action or further forfeiture of stock options.
14. COMPLIANCE WITH LAWS AND REGULATIONS
    1. The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Company and Optionee with all Applicable Laws relating thereto.
    2. The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Option Shares pursuant to this option shall relieve the Company of any liability with respect to the non-issuance or sale of the Option Shares as to which such approval shall not have been obtained. The Company, however, shall use its best efforts to obtain all such approvals.
15. NOTICES
    1. Any notice required to be given or delivered to the Company under the terms of this Plan shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the most current address then indicated for Optionee on the Company’s employee records or shall be delivered electronically to Optionee through the Company’s electronic mail system.
16. CONSTRUCTION
    1. This Plan and the option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option.
17. GOVERNING LAW
    1. This Agreement shall be governed in accordance with the laws of [INSERT COUNTRY/STATE OF APPLICABLE LAWS] and the courts sitting in [INSERT COURT HAVING EXCLUSIVE JURISDICTION] shall have exclusive jurisdiction.
18. EXCESS SHARES
    1. If the Option Shares covered by this Plan exceed, as of the Grant Date, the number of shares of Option Shares which may without stockholder approval be issued under the Plan, then this option shall be void with respect to those excess shares, unless stockholder approval of an amendment sufficiently increasing the number of shares of Option Shares issuable under the Plan is obtained in accordance with the provisions of the Plan. In no event shall the option be exercisable with respect to any of the excess Option Shares unless and until such stockholder approval is obtained.
19. EMPLOYMENT AT WILL
    1. Nothing in this Agreement or in the Plan shall confer upon Optionee any right to remain in Employee status for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Related Entity employing Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Employee status at any time for any reason, with or without Cause.
20. OPTIONEE’S ACCEPTANCE
    1. Optionee must accept the terms and conditions of this Plan either electronically through the electronic acceptance procedure established by the Company or through a written acceptance delivered to the Company in a form satisfactory to the Company. In no event shall this option be exercised in the absence of such acceptance.

SCHEDULE I

OPTION GRANT SPECIFICS

Name of Optionee: [INSERT NAME OF OPTIONEE]

Grant Date: [INSERT GRANT DATE OF THE STOCK]

Total number of Option Shares: [INSERT NUMBER OF OPTION SHARES]

Exercise Price: [INSERT EXERCISE PRICE]

Vesting Schedule: [INSERT VESTING SCHEDULE]

The option will vest and become exercisable for the number of Option Shares noted on the Grant Date, as noted by the date listed under “Full Vest Date.”

With respect to each subsequent line, the option will vest and become exercisable for the listed Option Shares in equal quarterly installments, beginning one quarter after the Full Vest Date on the previous line and ending on the corresponding Full Vest Date for the listed Option Shares at issue. Fractional shares will be rounded down to the nearest whole number.

It is important to note that the value of the notional shares may be based on various factors, such as the company's stock price, financial performance, or other metrics specified in the plan. Additionally, the cash payment may be subject to applicable taxes and deductions, which would be withheld from the payment.