Employment Agreement, dated February 23, 2021 (amended June 7, 2021), between the Company and Manuel O. Mndez

Employer desires assurance of the association and services of Executive in order to retain Executive's experience, abilities, and knowledge, and is therefore willing to engage Executive's services on the terms and conditions set forth below.

Executive desires to be employed by Employer and is willing to do so on the terms and conditions set forth below.

Duties and Authority; Obligations

Duties.  Employer employs Executive as its Chief Executive Officer and Executive accepts such employment.  Executive will perform all of the employment duties, responsibilities and job functions consistent with such a management position and such other duties and responsibilities consistent with the role of a Chief Executive Officer of a publicly-traded multi-national corporation as deemed necessary or appropriate by the Board of Directors of the Employer (the "Board") (collectively, the "Employment Duties").  Executive will exercise the authority consistent with those duties and responsibilities.  Such Employment Duties may require the performance of work beyond customary office hours and involve varying work period hours and working conditions.

Obligations.  Executive shall at all times during the Employment Term:

devote the whole of his working time, attention, skill, best efforts and ingenuity to the Employment Duties;

comply fully with, implement and enforce all Employer rules, regulations, policies and procedures from time to time in force;

perform the Employment Duties faithfully and diligently;

follow all lawful and reasonable directions of the Board in the performance of the Employment Duties;

use best efforts to promote the interests of Employer and not do or willingly permit to be done anything that is harmful to those interests; and

keep the Board fully informed (in writing if so requested) of the conduct of its business and affairs and provide such explanations as the Board may require.

Executive's Compensation, Perquisites and Benefits

Compensation.  During the Employment Term, Employer agrees to pay Executive a base salary at the rate of seven hundred and fifty thousand Swiss Francs (CHF 750,000) per annum (the "Base Compensation").  The Base Compensation will be paid in thirteen equal installments per annum, and in accordance with Employer's standard payroll practices. Employer will withhold from the Base Compensation all payroll taxes and other deductions required by applicable law (including, but not limited to, with respect to social security) or authorized by Executive.  The Base Compensation will be reviewed on the twelve-month anniversary of the Commencement Date (as defined below) and thereafter on an annual basis and may be increased as determined by the Board in its sole discretion. As part of such determination, the Board may take into account the average annual inflation rate in Switzerland. The undertaking to review Executive's Base Compensation shall not create any entitlement to an increase in base salary. Executive will not be eligible for overtime pay for work performed outside Employer's regular business hours.

Benefits.  During the Employment Term, Executive shall be permitted to participate in any group life, hospitalization or disability insurance plans, health programs, retirement plans, fringe benefit programs and similar benefits that may be available to other senior executives of Employer located in Switzerland, generally on the same terms as such other executives, in each case to the extent that Executive is eligible under the terms of such plans or programs (the "Employee Benefits").  Employer will supply a credit card to Executive to be used solely for expenses incurred in carrying out the Employment Duties.  The card must be returned by Executive to Employer immediately upon request by Employer.  Employee Benefits for Executive will be provided at Employer's expense except for any applicable premium contributions, co‑pay obligations and taxes on reportable income applicable to Executive's participation.  Employer may adopt, amend, change, substitute, replace, suspend or terminate any of the Employee Benefits during the Employment Term in its sole discretion.

Specific Benefits.  Without limiting the generality of Section 2.2, Employer shall make available to Executive twenty-five (25) vacation days per calendar year, and the standard legal holidays for the Executive's base employment location specified in Section 3 (Place and Hours of Employment).  Prior to use of a vacation day, Executive shall receive the prior approval of the Chairman of the Board (the "Chairman") or his or her designee following approval of the Board.

Perquisites.  During the Employment Term, Employer will provide to Executive the following perquisites:

During the period between the Commencement Date and the earlier of (i) the nine-month anniversary of the Commencement Date, and (ii) the date Executive owns a residence in Switzerland, Employer shall lease temporary housing for Executive with a rent not to exceed CHF 5,500 per month;

During the period Executive's children are enrolled in high school, whether via in-person or remote instruction, Employer shall reimburse Executive for tuition fees incurred by Executive with respect to such enrollment;

An Employer provided cell phone, laptop computer, and tablet device;

A net after-tax yearly car allowance of CHF 25,000 per annum;

Should Executive, prior to relocating to Switzerland, incur a loss on the sale of Executive's vehicle owned in the U.S. by reason of selling such vehicle for less than fair market value (based on published local data), Employer shall reimburse Executive for such loss with a net after-tax payment for any such loss;

Employer shall reimburse Executive for the following expenses reasonably incurred by Executive in connection with Executive's relocation to Switzerland: expenses for transporting Executive's personal items and household goods to Switzerland, costs relating to locating an initial residence in Switzerland, and costs of business-class airfare for one-way flights to Switzerland for Executive and Executive's household family members;

Employer shall reimburse Executive for rental costs incurred by Executive with respect to Executive's New York, New York apartment lease, not to exceed four months of rent in the aggregate;

Employer shall cover costs associated with a home-finding trip to Switzerland for Executive and Executive's household family members, including reasonable costs for business-class round-trip airfare to Switzerland and accommodations during such trip;

For each calendar year during which Executive is employed by Employer for any part thereof, Employer shall directly pay to PwC all reasonable costs incurred in connection with the preparation of annual U.S. and Swiss federal and local tax returns for Executive;

Employer shall pay for one hundred percent (100%) of Executive's annual social security insurance obligations under Swiss law;

During the period between the Commencement Date and the earlier of (i) July 1, 2021, and (ii) the date Executive's household family members relocate to Switzerland, Employer shall, up to one time per month, cover costs for business-class roundtrip airfare associated with Executive visiting his household family members in the U.S or Executive's household family members visiting Executive in Switzerland; and

Employer shall reimburse Executive for all legal fees incurred by Executive for the review and negotiation of this Employment Agreement, up to a maximum of $10,000 U.S. Dollars net after taxes.

Equity Grants/Bonus Schemes.  In the Board's sole discretion, Executive will be eligible to participate in Employer's ex gratia Bonus Schemes, in accordance with the terms of any ex gratia bonus plan documents, award agreements, and any notices provided by Employer to Executive, including such terms as set forth on the attached Schedule 1. The assessment of the eligibility criteria as well as any actual payment under such ex gratia Bonus Schemes will be decided by the Employer in its absolute discretion. Any payment made in a given year shall not create any entitlement to any future payment under the Employer's ex gratia Bonus Schemes. In addition, Executive shall be eligible to receive such other compensation and equity grants after commencing employment with the Employer as set forth on the attached Schedule 1.

Place and Hours of Employment

Employment term

Other Expenses

Executive's Outside Business Activities

Employer Inventions

Definition of Employer Inventions.  "Employer Inventions" means all ideas, methodologies, inventions, discoveries, developments, designs, improvements, formulas, programs, processes, techniques, know-how, research and data (whether or not patentable or registerable under patent, copyright a similar statute and including all rights to obtain, register, perfect and enforce those rights), that Executive learns of, conceives, develops or creates alone or with others during Executive's association with or employment by Employer (whether or not conceived, developed or created on behalf of Employer during regular working hours).  "Employer Inventions" also includes anything that may be conceived, developed, or created, by Executive, either alone or with others, during Executive's association with or employment by Employer (whether or not conceived developed, or created during regular working hours), and with respect to which the equipment, supplies, facilities, or trade secret information of Employer was used, or that relate at the time of conception or reduction to practice of the invention to the business of Employer or to Employer's actual or demonstrable anticipated research and development, or that result from any work performed by Executive for Employer. Notwithstanding the above, the parties agree that the contents of the book Executive is currently authoring are specifically excluded from Employer Inventions.

Disclosure of Employer Inventions.  Whether upon Employer's request or voluntarily, Executive will promptly disclose to Employer or its designee during Executive's employment with Employer all Employer Inventions that Executive has created, contributed to or knows about, regardless of the nature of that knowledge, and regardless

of whether such Employer Invention, or any aspect of such Employer Invention, has been described, committed to writing, or reduced to practice, in whole or part by any other person.  At all other times, Executive will treat every Employer Invention as Confidential Information (as defined in and in accordance with Section 13).

Assignment and Disclosure of Inventions.  Executive hereby assigns to Employer all right, title and interest to all Employer Inventions, which will be the sole and exclusive property of Employer, whether or not subject to patent, copyright, trademark or trade secret protection.  Executive also acknowledges that, excluding the book that Executive is currently authoring, all original works of authorship that are made by Executive (solely or jointly with others), within the scope of Executive's employment with Employer, and that are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act.  To the extent that any such works, by operation of law, cannot be "works made for hire," Executive hereby assigns to Employer all right, title, and interest in and to such works and to any related copyrights.  The consideration for such assignment and the assistance provided in this Section 7.3 is the normal compensation due Executive by virtue of service to Employer.

Additional Instruments.  Executive will promptly execute, acknowledge and deliver to Employer all additional instruments or documents that Employer determines at any time to be necessary to carry out the intentions of this Section 7.  Furthermore, whether during or after Executive's employment with Employer, Executive will promptly perform any acts deemed necessary or desirable by Employer, at Employer's expense, to assist it in obtaining, maintaining, defending and enforcing any rights and/or assignment of an Employer Invention.  Executive hereby irrevocably designates and appoints Employer and its duly authorized officers and agents, as Executive's agent and attorney-in-fact to act for, on behalf of and instead of Executive, to execute and file any documents, applications or related findings and to do all other lawfully permitted acts in furtherance of the purposes set forth above in this Section 7.4, including, without limitation, the perfection of assignment and the prosecution and issuance of patents, patent applications, copyright applications and registrations, trademark applications and registrations, or other rights in connection with such Employer Inventions and improvements thereto with the same legal force and effect as if executed by Executive.

Pre‑existing Inventions.  Executive will retain all right, title and interest in and to inventions that Executive created and owned prior to service to Employer as listed in the attached Schedule 2.

Indemnification of Executive

Termination of Agreement/Employment

Termination by Employer Without Cause or by Executive for Good Reason.  Employer may terminate this Employment Agreement and Executive's employment without Cause upon six (6) months' advance written notice provided to Executive. Upon such a termination of this Employment Agreement, Executive's employment and the Employment Term will expire on the final day of the month in which the notice period expires. Employer's total liability to Executive under this Section 9.1 and/or Section 9.5 will be limited to: (i) the payment of Executive's Base Compensation and provision of Employee Benefits then in effect (as amended, changed, substituted, replaced, suspended or terminated) through and including the day of termination, (ii) the continued payment of Executive's Base Compensation for the twelve-month period following the date of such termination, (iii) the lump sum payment of a pro-rata portion of the Discretionary Bonus for the year of termination, based on the achievement of performance goals for the applicable performance period, (iv) all of the equity awards held by Executive as of the date of such termination shall vest and, as applicable, become exercisable, in accordance with their terms, and (v) Employer shall honor the obligations set forth in Section 2.4.9 of this Employment Agreement and shall reimburse Executive in accordance with Section 5 of this Employment Agreement for any and all reasonable business expenses incurred by Executive that remain outstanding as of the date of Executive's termination. In addition, in connection with a termination of employment under Section 9.1 or 9.5, Employer  shall  promptly, upon a reasonable written estimate of costs provided by Executive, pay to Executive  amounts for  the  following  costs to be incurred by Executive within the nine-month period following such termination in connection with Executive's repatriation to the city of his choice in the United States of America (USA) following such termination: (i) expenses for transporting Executive's personal items and household goods and one vehicle to the city of his choice in the USA, (ii) costs relating to one house-hunting trip for locating an initial residence in the USA, (iii) costs associated with the sale of Executive’s residence in Switzerland, or if Executive does not own a residence, then for any costs associated with breaking his lease in Switzerland, and (iv) costs of business-class airfare for one-way flights from Switzerland to the city of Executive's choice in the USA for Executive and Executive's household family members to repatriate to the USA.

Termination by Employer for Cause.  Employer may terminate this Employment Agreement and Executive's employment for "Cause" at any time in accordance with the provisions of this Section 9.2.  Cause is defined for purposes of this Section 9.2 as: (a) gross negligence or willful misconduct by Executive in the performance of the Employment Duties; (b) insubordination by Executive to Employer or a willful refusal by Executive to perform the Employment Duties; (c) commission by Executive of a felony, act of moral turpitude or other act, which prevents Executive from effectively performing the Employment Duties or is likely to affect the interests of Employer; (d) breach of any of the provisions of this Employment Agreement including, without limitation, Section 13 or 14; (e) any unexcused absence by Executive from the Employment Duties for a period of five

(5) consecutive days; (f) Executive's inability to enter into this Employment Agreement or perform the Employment Duties as provided in Section 1 herein; or (g) any act of dishonesty by Executive relating to Employer, its employees or otherwise, including, without limitation, fraud, embezzlement or misappropriation relating to significant amounts. For purposes of this Agreement, “Cause” shall not exist unless Employer has first: (i) advised Executive in writing of the specific alleged conduct or allegations constituting “Cause”, (ii) provided Executive with an opportunity to explain such conduct or allegations before a meeting of the entire Board of Directors, and (iii) with respect to any conduct or allegations of "Cause" capable of being cured, provided Executive with thirty (30) days after receiving written notice thereof to cure such alleged Cause. Employer's total liability to Executive under this Section 9.2 will be limited to the payment of Executive's Base Salary and provision of Employee Benefits then in effect (as amended, changed, substituted, replaced, suspended or terminated) through and including the effective date of termination.

Termination Because of Disability of Executive.  Employer may terminate this Employment Agreement and Executive's employment on three (3) month's prior written notice if Executive is and has been unable, even with reasonable accommodation, to perform Executive's duties under this Employment Agreement in Executive's normal and regular manner during a period or periods aggregating at least twenty-six (26) weeks for any period of twelve (12) months due to physical or mental disability or injury.  Employer's total liability to Executive under this Section 9.3 will be limited to the payment of Executive's Base Compensation and provision of Employee Benefits then in effect (as amended, changed, substituted, replaced, suspended or terminated) through and including the day of termination as a result of disability.

Termination on Death of Executive.  If Executive dies during the term of this Employment Agreement, this Employment Agreement will be terminated on the day of Executive's death.  Employer's total liability to Executive under this Section 9.4 will be (subject to applicable law) limited to the payment of Executive's Base Compensation and provision of Employee Benefits then in effect (as amended, changed, substituted, replaced, suspended or terminated) through and including the day of Executive's death.

Termination by Executive for Good Reason.  Executive’s employment may be terminated during the Employment Term by the Executive for Good Reason in accordance with the provisions of this Section 9.5. For purposes of this Agreement, “Good Reason” means:

A reduction in Executive’s Base Compensation;

A material diminution by Employer in Executive’s title, reporting relationship authority, duties or responsibilities, including, without limitation, ceasing to be a chief executive officer who reports directly to the board of directors of a public company;

A change of 35 miles or more from Eysins, Switzerland of the geographic location of Employer's headquarters;

Any other action or inaction that constitutes a material breach by the Employer of this Agreement or any other agreement through which Executive provides services to Employer;

Resignation of Office

Agreement Survives Merger or Dissolution

Assignment

Confidential Information

Definition of Confidential Information.  "Confidential Information" means all nonpublic or proprietary information relating to Employer's business or that of any Employer vendor or customer.  Examples of Confidential Information include, but are not limited to, software (in source or object code form), databases, algorithms, processes,

designs, prototypes, methodologies, reports, specifications, information regarding Employer Inventions, as defined in Section 7.1, products sold, distributed or being developed by Employer, and any other non‑public information regarding Employer's current and developing technology; information regarding vendors and customers, prospective vendors and customers, clients, business contacts, employees and consultants, prospective and executed contracts and subcontracts, marketing and sales plans, strategies or any other plans and proposals used by Employer in the course of its business; and any non‑public or proprietary information regarding Employer or Employer's present or future business plans, financial information, or any intellectual property, whether any of the foregoing is embodied in hard copy, computer-readable form, electronic or optical form, or otherwise. Information that is available in the public domain through no fault of Executive shall not be considered Confidential Information.

Executive's Use of Confidential Information.  From the Commencement Date and at all times thereafter, Executive will maintain the confidentiality of the Confidential Information.  Executive will not, without Employer's prior written consent, directly or indirectly: (i) copy or use any Confidential Information for any purpose not within the scope of Executive's work on Employer's behalf; or (ii) show, give, sell, disclose or otherwise communicate any Confidential Information to any person or entity other than Employer unless such person or entity is authorized by Employer to have access to the Confidential Information in question.  These restrictions do not apply if the Confidential Information has been made generally available to the public by Employer or becomes generally available to the public through some other normal course of events.  All Confidential Information prepared by or provided to Executive is and will remain Employer's property or the property of Employer customer to which they belong.

Return of Material.  Upon request of Employer or the Board or upon termination (whether voluntary or involuntary), Executive will immediately turn over to Employer all Confidential Information, including all copies, and other property belonging to Employer or any of its customers, including documents, disks, or other computer media in Executive's possession or under Executive's control.  Executive will also return any materials that contain or are derived from Confidential Information, or are connected with or relate to Executive's services to Employer or any of its customers. Executive is permitted to retain information related to his employment agreement, change of control agreement and equity awards, his employee benefits and compensation and his performance.

Noncompetition and Nonsolicitation Covenants

Agreement Not to Compete.  During the period between the Commencement Date and one (1) year from and after the termination of Executive's employment with Employer for any reason, Executive will not, anywhere in the world, engage or participate, either individually or as an employee, consultant or principal, member, partner, agent, trustee, officer, manager, director, investor or shareholder of a corporation, partnership, limited liability company, or other business entity, in any activity that competes with products or services related to transfusion diagnostics provided by Employer or any subsidiary or affiliated company during the one (1) year period prior to the date of the termination of employment. Nothing in this Section 14.1 will be deemed to preclude Executive from

holding less than 1% of the outstanding capital stock of any corporation whose shares are publicly traded.

Agreement Not to Solicit Executives.  During the period between the Commencement Date and two (2) years from and after the termination of Executive's employment with Employer for any reason, Executive will not, directly or indirectly, alone or on behalf of any person or business entity, hire or aid, encourage, advise, solicit, induce or attempt to induce any employee of Employer, or any subsidiary or affiliated companies, to leave his or her employment with Employer.

Agreement Not to Solicit Customers and Suppliers.  During the period between the Commencement Date and two (2) years from and after the termination of Executive's employment with Employer for any reason, Executive will not, directly or indirectly, alone or on behalf of any person or business entity, cause or attempt to cause any customer, prospective customer, vendor, supplier, or other business contact of Employer, or any subsidiary or affiliated companies to terminate, limit, or in any manner adversely modify or fail to enter into any actual or potential business relationship with Employer, or any subsidiary or affiliated companies.

Blue Pencil Doctrine.  If the duration of, the scope of, or any business activity covered by any provision of this Section 14 is in excess of what is determined to be valid and enforceable under applicable law, such provision will be construed to cover only that duration, scope or activity that is determined to be valid and enforceable, and Employer and Executive consent to the judicial modification of the scope and duration of the restrictions in this Section 14 in any proceeding brought to enforce such restrictions so as to make them valid, reasonable and enforceable.  Executive hereby acknowledges that this Section 14 will be given the construction, which renders its provisions valid and enforceable to the maximum extent not exceeding its express terms, possible under applicable law.

Survival

Effect of Employer's Personnel Policies, Rules, and Practices

Injunctive Remedies

Integration

Amendment/Novation

Choice of Law; Venue

Notices

Withholding

sOCIAL SECURITY contributions

PENSION PLAN

ILLNESS

ACCident

Data Protection

Severability

Headings

Construction

No Waiver

Warranty and Freedom to Contract

Execution in Counterparts

Faxed or Photocopied Signatures

Right to Counsel

Clawback Policies

Employer: QUOTIENT LIMITED

By:

/s/ Heino von Prondzynski

Heino von Prondzynski

Chairman of the Board

Executive:

By:

/s/ Manuel O. Mendez

Manuel O. Méndez

Discretionary Bonus.  During the Employment Term, in addition to the Base Compensation, for each fiscal year of Employer ending during the Employment Term, Executive shall have the opportunity to receive an annual ex gratia cash bonus, which may be awarded in Employer's sole discretion, in an amount equal to up to one hundred percent (100%) of the Base Compensation (the "Discretionary Bonus") then in effect.  The Discretionary Bonus shall be based on annual performance criteria and the achievement of personal objectives by Executive, which shall be mutually agreed upon by Employer and the Board and assessed by the Board in its sole discretion.  The Discretionary Bonus shall be paid to Executive as soon as practicable, but in no event later than 120 days following the fiscal year to which it relates. The Discretionary Bonus shall be paid to the Executive only if the Executive is employed by Employer on the date of payment. With respect to the 2022 fiscal year of Employer, the amount of Executive's Discretionary Bonus shall be no less than eighty percent (80%) of Executive's Base Compensation.

Make-Whole Payment. On the Commencement Date, subject to Employer's receipt of documentation substantiating the two million U.S. Dollar ($2,000,000) obligation owed by Executive to Quest Diagnostics (the "Quest Obligation"), Employer shall make a lump sum payment of two million U.S. Dollars ($2,000,000) (net of applicable withholding taxes) to Quest Diagnostics in satisfaction of the Quest Obligation. Employer shall indemnify Executive on a grossed up basis, which indemnity shall include Employer being responsible for and remitting applicable withholding taxes. Executive shall use reasonable best efforts to obtain a refund of taxes with respect to the two million U.S. Dollar ($2,000,000) payment Executive received from Quest Diagnostics giving rise to the Quest Obligation and Executive shall pay to Employer the amount of any such refund. Notwithstanding the foregoing, if Executive's employment is terminated under Section 9.2 of the Employment Agreement or if Executive terminates his employment without Good Reason (as defined under Section 9.5 of the Employment Agreement) on or prior to March 31, 2023, Executive shall repay to the Employer the entire amount of payment (including the amount of applicable withholding taxes) made by Employer under this Section 2 of this Schedule 1 to the Employment Agreement immediately following such termination.  

Make-Whole Bonus Payment. If Executive forfeits the nine hundred sixty thousand U.S. Dollar ($960,000) cash bonus due to him by Quest Diagnostics as of March 31, 2021, the Employer shall pay Executive a lump sum amount equal to nine hundred sixty thousand U.S. Dollars ($960,000), provided, however, that, such payment shall be subject to Executive's provision to Employer of documentation substantiating such forfeiture. If the Executive does not forfeit the nine hundred sixty thousand U.S. Dollar ($960,000) cash bonus due to him by Quest Diagnostics as of March 31, 2021, no payment shall be made to Executive by the Employer under this Section 3 of this Schedule 1 to the Employment Agreement.

Sign-On Payment. On the Commencement Date, the Employer shall pay Executive a lump sum amount equal to one million sixty five thousand U.S. Dollars ($1,065,000).

Sign-On Equity Grant. Effective as of the Commencement Date, Executive shall be granted:

Restricted stock units with respect to shares of the Employer having a fair market value as of the date of grant equal to three million three hundred thirty three thousand three hundred thirty three U.S. Dollars ($3,333,333) (the "Sign-On RSUs"). Fifty percent (50%) of the Sign-On RSUs shall vest on the first anniversary of the date of grant, and twenty five percent (25%) of the Sign-On RSUs shall vest on each of the second and third anniversaries of the date of grant, provided, however, that, except as provided under Section 9.1 of the Employment Agreement, any Sign-On RSUs not vested shall be forfeited upon termination of Executive's employment.

Share options with respect to shares of the Employer having a fair market value as of the date of grant equal to one million six hundred sixty six thousand six hundred sixty seven U.S. Dollars ($1,666,667) and an exercise price per share equal to the fair market value of a share of the Employer on the date of grant (the "Sign-On Share Options"). The Sign-On Share Options shall vest in three equal installments on each of the first, second, and third anniversaries of the date of grant, provided, however, that, except as provided under Section 9.1 of the Employment Agreement, any Sign-On Share Options not vested shall be forfeited upon termination of Executive's employment.

Annual Grants. On or about the Commencement Date and each anniversary of the Commencement Date thereafter during the Employment Term, Executive shall be granted:

Restricted stock units with respect to shares of the Employer having a fair market value as of the date of grant equal to six hundred thousand U.S. Dollars ($600,000) (the "Annual RSUs"). The Annual RSUs shall vest in three equal installments on each of the first, second, and third anniversaries of the date of grant, provided, however, that, except for the accelerated vesting provisions as provided under Section 9.1 of the Employment Agreement, any Annual RSUs not vested shall be forfeited upon termination of Executive's employment.

Share options with respect to shares of the Employer having a fair market value as of the date of grant equal to four hundred thousand U.S. Dollars ($400,000) and an exercise price per share equal to the fair market value of a share of the Employer on the date of grant (the "Annual Share Options"). The Annual Share Options shall vest in three equal installments on each of the first, second, and third anniversaries of the date of grant, provided, however, that, except as provided under Section 9.1 of the Employment Agreement, any Annual Share Options not vested shall be forfeited upon termination of Executive's employment.

Performance restricted stock units with respect to shares of the Employer having a target fair market value as of the date of grant equal to one million U.S. Dollars ($1,000,000) (the "Annual PSUs"). The Annual PSUs shall vest on third anniversary of the date of grant up to a maximum of 150% of the target fair market value of such Annual PSUs based on the level of achievement of performance goals and financial targets jointly agreed by Employer and Executive, provided, however, that, except as provided under Section 9.1 of the Employment Agreement, any Annual PSUs not vested shall be forfeited upon termination of Executive's employment.

Sch. 2-1

Sch. 2-2