Equity Incentive. Subsequent to the Company’s annual shareholder meeting on October 16, we will recommend to the compensation committee of the board of directors (the “Compensation Committee”) of the Company that you be awarded options to purchase 40,000 shares of Company common stock. The terms of the options will be as set forth in a separate award agreement (the “Award Agreement”), including, but not limited to, that # the exercise price of the options will be fair market value on the date of award and # the options will vest 20% on the first anniversary of your start date and 5.00% per quarter thereafter such that the options are fully vested on the fifth anniversary of your start date. If there is a conflict or ambiguity between the Award Agreement and this Offer Letter, the Award Agreement will control. You will be eligible for periodic refresh option grants in the discretion of the Compensation Committee, and there is no assurance that any such award will be made.

Equity Incentive. Subject to the approval of the Board of Directors of [[Company:Organization]] Ltd. (USL), the company’s parent, you will receive a Stock Option Grant Notice for an option to purchase 69,197 common shares of USL and a Restricted Stock Unit Grant Notice for 108,647 Restricted Stock Units of USL pursuant to the 2017 Equity Incentive Plan, As Amended and Restated, (collectively, “Initial Equity Award”). This Initial Equity Award will be granted on June 2, 2020 and # will be subject to a 4-year vesting period, with 25% vesting at year one (1) and quarterly vesting thereafter for twelve (12) successive quarters, as well as any other terms and conditions contained in the grant agreements; and # all stock options will expire and cease to be exercisable on the ten (10) year anniversary of the grant date. Per your Initial Equity Award Grant Notices, all shares received under this Initial Equity Award shall immediately become fully vested and exercisable immediately prior to (and contingent upon) a Change In Control as defined in the 2017 Equity Incentive Plan, Amended and Restated. In addition, any unvested outstanding equity awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall accelerate and become vested and exercisable immediately prior to (and contingent upon) a Change In Control as defined in the operative Equity Incentive Plan.

Equity Incentive Awards. Executive will be eligible to receive awards of stock options, restricted stock units, performance stock units, or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Company’s Board of Directors (the “Board”) or its Compensation Committee will determine in its discretion whether Executive will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

Equity Incentive. During the Term, the Executive shall be eligible to participate in the Company’s long-term incentive plan (“LTIP”) as defined and determined by the Board and approved during the 2018 Annual Shareholders Meeting or similar such plans as designed by Board. The Executive’s annual target LTIP award shall be two hundred and twenty-five (225%) of the Base Salary (the “Target LTIP”), with the actual amount of his LTIP, if any, to be determined by the Board, in accordance with the Executive’s performance against performance objectives for Executive and for the Company set by the Board and as defined in the Company’s LTIP. Other than as provided for in specific LTIP award agreements for each individual LTIP award, the Executive, in order to be eligible to earn an annual award for any fiscal year occurring during the Term hereof, must be employed on the date payment of such award is made to Company executives generally. Additionally, the Executive will be granted a one-time equity grant in the amount of 15,900 shares of restricted stock units that vest pro-ratably on each of the first three anniversaries of the Effective Date.

Equity Incentive Compensation. The Executive shall be entitled to participate, commensurate with the Executive’s position, in the Company’s incentive compensation plan(s) (i.e., stock/restricted stock units/options/warrants, etc. (each individually or collectively, “Equity Awards”)), pursuant to the [[Company:Organization]] Stock Incentive Plan or such other equity plan or arrangement as may be in effect from time to time (such plan or arrangement hereinafter referred to as the “Plan”). Any Equity Awards shall be documented on an award agreement which shall at least conform to the terms and conditions set forth in this paragraph (the “Award Agreement”). Any Equity Awards shall vest immediately upon: # a Change in Control (defined below), # a termination of Executive’s employment by the Company Without Cause, # a termination of employment by Executive for Good Reason, or # Executive’s death or Disability. Shares of the Company’s Common Stock shall be issued with respect to the vested Equity Awards upon the earlier of: # a Change in Control, or # Executive’s “separation from service” as defined for purposes of Code [Section 409A] (the “Delivery Event”); provided, however, that the delivery of shares shall be delayed until the earlier of # six (6) months following separation from service, or # Executive’s death, if necessary to comply with the requirements of Code [Section 409A]. All shares underlying vested Equity Awards shall be delivered to Executive upon a Delivery Event regardless as to the reason triggering such Delivery Event (including the reason the Executive’s employment is terminated). This Section 5(d) shall be in addition to and shall not in any way modify, amend or restate any other grant of equity awards, including restricted stock units, made pursuant to this Agreement or to any grant agreement previously executed by Executive.

Equity Incentive. The Board or its Compensation Committee shall, on the date of its first meeting following the execution of this Agreement, grant to Executive # 450,000 options to acquire shares of Company common stock (at a price per share equal to $16.46, which is not less than the fair market value of the common stock on the date of grant) pursuant to the option award agreement attached as [Exhibit B] and # 151,884 restricted stock units to be settled in shares of Company common stock pursuant to the Restricted Stock Unit Agreement attached as [Exhibit C].

Equity Incentive. Champion Enterprises Holdings, LLC and the Executive have entered into that certain Champion Enterprises Holdings, LLC Amended and Restated Officer Class C Unit Award Agreement and the Stock Restriction Agreement attached thereto as [Appendix 1], which shall govern the terms and conditions of the “Restricted Shares” set forth therein.

Equity Incentive. During the Term, the Executive shall be eligible to participate in the Company’s long-term incentive plan (“LTIP”) as defined and determined by the Board and approved during the 2018 Annual Shareholders Meeting or similar such plans as designed by Board. The Executive’s annual target LTIP award shall be two hundred percent (200%) of the Base Salary (the “Target LTIP”), with the actual amount of his LTIP, if any, to be determined by the CEO and Board, in accordance with the Executive’s performance against performance objectives for Executive and for the Company set by the Board and as defined in the Company’s LTIP. Other than as provided for in specific LTIP award agreements for each individual LTIP award, the Executive, in order to be eligible to earn an annual award for any fiscal year occurring during the Term hereof, must be employed on the date payment of such award is made to Company executives generally. Within 30 days of Effective Date, Executive will be eligible to receive a 2021 LTIP award equal to 200% of then base salary.

Equity Incentive Award. On the Effective Date, the Company will issue five million (5,000,000) restricted shares of common stock of the Company to Executive as a signing bonus in consideration of the Executive’s entering into this Agreement. In addition, during the Employment Period, Executive shall be eligible to participate in all Stock Incentive Plans, policies and programs put in place by the Company.

Equity Incentive. Subject to the approval of the Board of Directors of [[Company:Organization]] Ltd. (USL), the company’s parent, you will receive a Stock Option Grant Notice for an option to purchase 140,000 common shares of USL and a Restricted Stock Unit Grant Notice for 75,000 Restricted Stock Units of USL pursuant to the 2017 Equity Incentive Plan, As Amended and Restated, (collectively, “Initial Equity Award”). This Initial Equity Award will be granted on the first Tuesday of the month (or the following business day if Tuesday is a holiday) following the commencement of your employment and # will be subject to a 4-year vesting period, with 25% vesting at year one (1) and quarterly vesting thereafter for twelve (12) successive quarters, as well as any other terms and conditions contained in the grant agreements; and # all stock options will expire and cease to be exercisable on the ten (10) year anniversary of the grant date. Per your Initial Equity Award Grant Notices, all shares received under this Initial Equity Award shall immediately become fully vested and exercisable immediately prior to (and contingent upon) a Change In Control as defined in the 2017 Equity Incentive Plan, Amended and Restated, with the exception of the Sumitomo Dainippon transaction, provided that the transaction closes on or before March 23, 2020, which shall not be considered such a Change in Control for purposes of the Initial Equity Award.