Cushman & Wakefield Ltd PRE 14A, filed Mar 26, 2021

Cushman & Wakefield Ltd. (CWK)

PRE 14A 2021-03-26 For: 2021-05-06

View Original

Added on October 22, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☒		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:


Proposal		Board Vote Recommendations
Election of directors (page 1)		✓ FOR each Director Nominee

Ratification of KPMG LLP as independent registered public accounting firm (page 10)		✓ FOR

Appointment of KPMG LLP as UK Statutory Auditor (page 13)		✓ FOR

Authorization of the Audit Committee to determine the compensation of the UK Statutory Auditor (page 14)		✓ FOR

Non-binding, advisory vote on the compensation of named executive officers (“Say-on-Pay”) (page 15)		✓ FOR

Non-binding, advisory vote on the director compensation report (page 38)		✓ FOR

Vote to approve our revised director compensation policy (page 39)		✓ FOR

Vote to approve an amendment and restatement to our 2018 Omnibus Management Share and Cash Incentive Plan (page 40)		✓ FOR

Special resolution to adopt and approve Amended Articles of Association to permit us to hold virtual Annual General Meetings in the future (page 46)		✓ FOR


Name	Age	Director Since	Principal/Most Recent Occupation	Committees	Other Public Company Boards
Timothy Dattels*	63	2018	Co-Managing Partner of TPG Capital Asia	Compensation, Nominating and Corporate Governance	One

Lincoln Pan*	44	2017	Partner at PAG Asia Capital	Compensation, Nominating and Corporate Governance	None

Rajeev Ruparelia*	45	2014	Managing Director at Ontario Teachers’ Pension Plan	Nominating and Corporate Governance	None


PROPOSAL 1	ELECTION OF DIRECTORS	1

CORPORATE GOVERNANCE		4

PROPOSAL 2	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	10

AUDIT AND OTHER FEES		11

PROPOSAL 3	APPOINTMENT OF UK STATUTORY AUDITOR	13

PROPOSAL 4	AUDIT COMMITTEE AUTHORIZATION TO DETERMINE COMPENSATION OF UK STATUTORY AUDITOR	14

PROPOSAL 5	ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS	15

COMPENSATION DISCUSSION AND ANALYSIS		16

DIRECTORS AND EXECUTIVE OFFICERS		33

PROPOSAL 6	ADVISORY VOTE ON DIRECTOR COMPENSATION REPORT	38

PROPOSAL 7	VOTE TO APPROVE OUR REVISED DIRECTOR COMPENSATION POLICY	39

PROPOSAL 8	VOTE TO APPROVE AN AMENDMENT AND RESTATEMENT OF OUR 2018 OMNIBUS MANAGEMENT SHARE AND CASH INCENTIVE PLAN	40

PROPOSAL 9	SPECIAL RESOLUTION TO ADOPT AND APPROVE AMENDED ARTICLES OF ASSOCIATION TO PERMIT VIRTUAL MEETINGS	46

SECURITY OWNERSHIP		47

EQUITY COMPENSATION PLAN INFORMATION		49

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS		50

GENERAL INFORMATION ABOUT THE ANNUAL MEETING		51


Corporate Governance	Compensation Accountability	Shareholder Rights

• 10 directors, 9 of whom are independent	• Share ownership requirements for non-employee directors and executive officers	• Shareholder rights to call special meetings

• Independent lead director	• Policy restricting trading, and prohibiting hedging and short-selling, of our shares	• Majority voting requirement for directors in uncontested elections

• Regular executive sessions of independent directors	• Compensation clawback policy for executive officers	• Advisory Say-on-Pay Vote — Annual

• All Board committees consist entirely of independent directors	• No gross-up for tax liabilities

• Robust Code of Business Conduct and Ethics and other governance policies


Director*	Board	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Brett White	Chair
Angelique Brunner**	✓	✓
Jonathan Coslet	✓
Timothy Dattels	Lead Director		Chair	✓
Anthony Miller***	✓
Richard McGinn****	✓	✓	✓
Jodie McLean	✓	✓
Lincoln Pan	✓		✓	Chair
Rajeev Ruparelia	✓			✓
Billie Williamson	✓	Chair
Number of Meetings	8	6	4	4


	Owned Equity (vested but unsettled RSUs, ordinary shares beneficially owned and shares held in a 401(k) plan or notionally through a deferred compensation plan)	Qualifying Equity (all “Owned Equity” plus unvested time-based RSUs)
Chief Executive Officer	2x Salary	6x Salary
Other Named Executive Officers	1x Salary	3x Salary
Non-Employee Directors	N/A	5x Annual Cash Retainer


Fees	Fiscal 2020		Fiscal 2019
Audit Fees	$	7,574,000	$	10,873,000
Audit-Related Fees		722,000		708,000
Tax Fees		59,000		1,115,000
All Other Fees		—		—

Total Fees	$	8,355,000	$	12,696,000


Principle		Practice
Retain and hire the best leaders.		Competitive compensation to facilitate attracting and retaining high-quality talent.

Pay for performance.		A significant portion of pay depends on annual and long-term business and individual performance; in general, the level of “at-risk” compensation increases as the officer’s scope of responsibility increases.

Reward long-term growth and profitability.		Rewards for achieving long-term results, and alignment with the interests of our shareholders.

Tie compensation to business performance.		A significant portion of pay is tied to measures of performance of the business or businesses over which the individual has the greatest influence.

Align executive compensation with shareholder interests.		The interests of our executive officers are linked with those of our shareholders through the risks and rewards of stock ownership.

Limited personal benefits.		Perquisites and other personal benefits are limited to items that serve a reasonable business-related purpose.


Direct Peers		Other Business Service Peers
CBRE		AECOM
Colliers International		Boston Properties
Jones Lang LaSalle		CACI International
		CGI Group
		Duke Realty Corporation
		EMCOR
		Jacobs Engineering
		KBR
		Kelly Services
		Leidos
		Robert Half International
		Unisys


Named Executive Officer	2019 Base Salary		2020 Base Salary			Percentage Change
Mr. White	$	950,000	$	950,000			0	%
Mr. Palmer	$	600,000	$	600,000			0	%
Mr. Forrester	$	593,101	$	611,842	**		0	%
Ms. MacKay*		N/A	$	600,000			N/A
Mr. Soloway	$	500,000	$	500,000			0	%


Named Executive Officer	2019 Target Cash Bonus (% of base salary)			2020 Target Cash Bonus (% of base salary)
Mr. White		210.5	%		210.5	%
Mr. Palmer		150	%		150	%
Mr. Forrester		193	%		193	%
Ms. MacKay		N/A			150	%
Mr. Soloway		75	%		75	%


Named Executive Officer	2020 Actual Cash Bonus Payment		Actual Cash Bonus Payment as Percentage of Target Cash Bonus Award
Mr. White	$	1,000,000		50	%
Mr. Palmer	$	450,000		50	%
Mr. Forrester	$	592,000		50	%
Ms. MacKay*	$	356,250		50	%
Mr. Soloway	$	187,500		50	%


Named Executive Officer	Time-Vesting RSUs (% of award)			Performance-Vesting RSUs (% of award)
Mr. White		75	%		25	%
Mr. Palmer		N/A			N/A
Mr. Forrester		60	%		40	%
Ms. MacKay		60	%		40	%
Mr. Soloway		60	%		40	%


Named Executive Officer	2020 Target Award Values
Mr. White	$	7,000,000
Mr. Palmer		N/A
Mr. Forrester	$	2,500,000
Ms. MacKay	$	2,200,000
Mr. Soloway	$	800,000


Level of Achievement	Relative TSR Percentile Rank	Achievement Percentage
Below Threshold	Less than 25^th percentile		0	%
Threshold	At least the 25^th percentile		50	%
Target	At least the 50^th percentile		100	%
Maximum	At least the 75^th percentile		150	%


Name and Principal Position	Year		Salary		Bonus⁽¹⁾		Stock Awards⁽²⁾		Option Awards⁽²⁾		Non-Equity Incentive Plan Compensation⁽³⁾		All Other Compensation⁽⁴⁾		Total
Brett White, Executive Chairman and Chief Executive Officer		2020	$	876,923	$	1,000,000	$	7,113,074				—		—	$	8,989,997
		2019	$	950,000		—	$	6,150,409		—	$	2,152,503		—	$	9,252,912
		2018	$	950,000		—	$	45,131,905		—	$	3,066,600	$	91,455	$	49,239,960
Duncan Palmer, EVP, Chief Financial Officer		2020 2019 2018	$ $ $	567,692 600,000 600,000	$ $	450,000 — 1,450,000	$ $	— 2,600,279 999,998	$	— 1,717,800	$ $	— 968,747 919,980	$ $ $	7,125 7,000 6,750	$ $ $	1,024,817 4,176,026 5,694,528
John Forrester,⁽⁵⁾ EVP, Global President		2020 2019 2018	$ $ $	560,855 593,101 628,312	$ $	592,000 — 1,450,000	$ $ $	2,564,610 2,600,279 2,058,824	$	— 1,717,800	$ $	— 1,235,250 1,864,068	$ $ $	99,763 80,078 84,832	$ $ $	3,817,228 4,508,708 7,803,836
Michelle MacKay,⁽⁶⁾ Chief Operating Officer		2020	$	408,077	$	496,250	$	2,471,539			$	—	$	7,125	$	3,382,991
Brett Soloway, EVP, General Counsel and Corporate Secretary		2020 2019 2018	$ $ $	484,615 495,479 470,137	$ $	187,500 — 300,000	$ $ $	820,667 832,089 437,500	$	— 250,955	$ $	— 387,375 364,159	$	— —	$ $ $	1,499,907 1,714,943 1,822,751


Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number of Shares of Stock or Units⁽³⁾		Grant Date Fair Value of Stock Awards⁽⁴⁾
Name	Grant Date		Threshold		Target		Maximum		Threshold		Target		Maximum
Mr. White					$	2,000,000	$	4,000,000
		2/27/2020								51,867		103,734		155,601		311,204	$	7,113,074
Mr. Palmer					$	900,000	$	1,800,000
Mr. Forrester					$	1,184,000	$	2,368,000
		2/27/2020								29,638		59,276		88,914		88,916	$	2,564,610
Ms. MacKay					$	712,500	$	1,425,000
		4/14/2020								37,351		74,702		112,053		112,055	$	2,471,539
Mr. Soloway			$	93,750	$	375,000	$	750,000
		2/27/2020								9,484		18,968		28,452		28,453	$	820,667


Name	Number of Securities Underlying Unexercised Options - Exercisable		Number of Securities Underlying Unexercised Options - Unexercisable			Number of Securities Underlying Unexercised Unearned Options			Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested			Market Value of Shares or Unit of Stock That Have Not Vested⁽¹⁾		Number of Unearned Shares or Units of Stock That Have Not Vested			Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested⁽¹⁾
Mr. White		64,108		—					$	10.00		5/8/2025
														833,952	⁽⁴⁾	$	12,367,508		819,744	⁽⁹⁾	$	12,156,809
Mr. Palmer		389,500					200,000	⁽³⁾	$	10.00		5/8/2025
														90,757	⁽⁵⁾	$	1,345,919		56,022	⁽¹⁰⁾	$	830,806
Mr. Forrester		400,000					200,000	⁽³⁾	$	10.00		5/8/2025
														151,941	⁽⁶⁾	$	2,253,285		115,298	⁽¹⁰⁾	$	1,709,869
Ms. MacKay		—
														112,055	⁽⁷⁾	$	1,661,776		74,702	⁽¹⁰⁾	$	1,107,831
Mr. Soloway		26,666					13,334	⁽³⁾	$	10.00		5/8/2025
		20,000					10,000	⁽³⁾	$	12.00		1/7/2026
		21,334		5,332	⁽²⁾		13,334	⁽³⁾	$	17.00		3/31/2027
														48,621	⁽⁸⁾	$	721,049		36,895	⁽¹⁰⁾	$	547,153


Number of RSUs		Vesting Date(s)
223,379		May 8, 2021
55,147		March 15, 2022
126,050		Two equal installments on March 7, 2022 and 2023
233,403		Three equal installments on February 27, 2022, 2023 and 2024


Number of RSUs		Vesting Date(s)
42,016		Two equal installments on March 7, 2022 and 2023
66,687		Three equal installments on February 27, 2022, 2023 and 2024


Number of RSUs		Vesting Date(s)
13,445		Two equal installments on March 7, 2022 and 2023
21,339		Three equal installments on February 27, 2022, 2023 and 2024


Named Executive Officer	2019 Performance- Vesting RSUs (at target)		2020 Performance- Vesting RSUs (at target)
Mr. Palmer		56,022		—
Mr. Forrester		56,022		59,276
Ms. MacKay		—		74,702
Mr. Soloway		17,927		18,968


Name	Option Awards – Number of Shares Acquired on Exercise		Option Awards – Value Realized on Exercise		Stock Awards – Number of Shares Vested		Stock Awards – Value on Vesting
Mr. White		17,755	$	163,879		619,909	$	8,543,739
Mr. Palmer		—		—		13,866	$	158,901
Mr. Forrester		—		—		119,048	$	1,578,302
Ms. MacKay		—		—		—		—
Mr. Soloway		—		—		20,833	$	245,250


Name	Executive Contributions in Last Fiscal Year⁽¹⁾		Registrant Contributions in Last Fiscal Year		Aggregate Earnings in Last Fiscal Year			Aggregate Withdrawals/ Distributions⁽⁴⁾		Aggregate Balance at Last FYE ($)⁽³⁾
Mr. White		—		—		—			—		—
Mr. Palmer		—		—	$	(785,715	)⁽²⁾		—	$	2,077,030
Mr. Forrester		—		—		—			—		—
Ms. MacKay		—		—		—			—		—
Mr. Soloway	$	820,667		—	$	(368,843	)⁽²⁾		—	$	1,367,904


Triggering Event⁽¹⁾	Mr. White⁽²⁾⁽⁷⁾		Mr. Palmer⁽³⁾		Mr. Forrester⁽⁴⁾		Ms. MacKay⁽⁵⁾		Mr. Soloway⁽⁶⁾
Termination without Cause or for Good Reason Not in Connection With Change in Control
Base Salary	$	1,900,000	$	600,000	$	917,763	$	600,000	$	500,000
Annual Bonus	$	1,000,000	$	450,000	$	592,000	$	356,250	$	187,500
Accelerated Vesting of Stock Options		—		—		—		—		—
Accelerated Vesting of Restricted Share Unit Awards	$	6,494,024	$	411,258		—		—		—
Health and Welfare Benefits	$	34,274	$	7,797	$	5,262		22,374	$	14,646
TOTAL	$	9,428,298	$	1,469,055	$	1,515,025	$	978,624	$	702,146
Termination without Cause or for Good Reason in Connection With Change in Control
Base Salary	$	1,900,000	$	600,000	$	917,763	$	600,000	$	500,000
Annual Bonus	$	1,000,000	$	450,000	$	592,000	$	356,250	$	187,500
Accelerated Vesting of Stock Options		—	$	966,000	$	966,000		—	$	92,703
Accelerated Vesting of Restricted Share Unit Awards	$	24,524,318	$	1,345,919	$	3,963,154	$	2,769,606	$	1,268,202
Health and Welfare Benefits	$	34,274	$	7,797	$	5,262	$	22,374	$	14,646
TOTAL	$	27,458,592	$	3,369,716	$	6,444,179	$	3,748,230	$	2,063,051
Death or Disability
Base Salary		—		—		—		—		—
Annual Bonus	$	1,000,000	$	450,000	$	592,000	$	356,250	$	187,500
Accelerated Vesting of Restricted Share Unit Awards	$	10,203,722	$	1,345,919	$	3,963,154	$	2,769,606	$	1,268,202
TOTAL	$	11,203,722	$	1,795,919	$	4,555,154	$	3,125,856	$	1,455,702


Type of Compensation	Base Retainer		Additional Retainer For Committee Chair
Annual board member retainer	$	90,000		n/a
Audit Committee member	$	10,000	$	20,000
Compensation Committee member	$	10,000	$	15,000
Nominating and Corporate Governance Committee member	$	5,000	$	10,000


Name	Fees Earned or Paid in Cash		Stock Awards⁽¹⁾		Total
Jonathan Coslet		—		—		—
Timothy Dattels		—		—		—
Qi Chen⁽²⁾		—		—		—
Lincoln Pan		—		—		—
Rajeev Ruparelia		—		—		—
Angelique Brunner⁽³⁾	$	36,240	$	143,542	$	179,782
Michelle MacKay⁽⁴⁾	$	25,000		—	$	25,000
Richard McGinn⁽⁵⁾	$	102,907	$	170,000	$	272,907
Jodie McLean	$	95,000	$	170,000	$	265,000
Billie Williamson	$	120,000	$	170,000	$	290,000


Policy Feature	Current Policy	Revised Policy

Maximum annual award of RSUs and/or options:	Up to 80% of total compensation package at target.	Up to 90% of total compensation package at target.

Additional awards for purposes of retention in exception circumstances:	Permitted, subject to the overall LTIP component of compensation for the year not exceeding 80%.	Permitted, subject to the overall LTIP component of compensation for the year not exceeding 90%.


	Shares Beneficially Owned
Name and Address of Beneficial Owner	Number		Percent
5% Stockholders
TPG Funds⁽¹⁾		47,709,929		[	]%
Funds affiliated with PAG Asia Capital⁽²⁾		42,551,237		[	]%
Ontario Teachers’ Pension Plan Board⁽³⁾		14,634,825		[	]%
FMR LLC⁽⁴⁾		22,162,955		[	]%
The Vanguard Group⁽⁵⁾		15,151,473		[	]%
JPMorgan Chase & Co⁽⁶⁾		16,006,159		[	]%
Vulcan Value Partners, LLC⁽⁷⁾		11,372,639		[	]%
Named Executive Officers and Directors:
Brett White⁽⁸⁾		1,457,745		*
Duncan Palmer⁽⁹⁾		438,241		*
John Forrester⁽¹⁰⁾		588,200		*
Michelle MacKay⁽¹¹⁾		32,566		*
Brett Soloway⁽¹²⁾		168,901		*
Angelique Brunner		13,610		*
Jonathan Coslet		—		—
Timothy Dattels		—		—
Qi Chen		—		—
Lincoln Pan		—		—
Richard McGinn		23,680		—
Jodie McLean		28,883		*
Rajeev Ruparelia		—		—
Billie Williamson		31,052		*
All Executive Officers and Directors as a group (16 Persons)⁽¹³⁾		2,844,613		[	]%


	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1)		Weighted-average exercise price of outstanding options, warrants and rights (b) (1)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) (c)(2)
Equity compensation plans approved by security holders		8,789,870	$	11.54		5,263,073
Equity compensation plans not approved by security holders		—		—		—

Total		8,789,870	$	11.54		5,263,073


Policy Feature	Existing Policy	Revised Policy
Maximum annual award of RSUs and/or options:	Up to 80% of total compensation package at target.	Up to 90% of total compensation package at target.

Additional awards for purposes of retention in exception circumstances:	Permitted, subject to the overall LTIP component of compensation for the year not exceeding 80%.	Permitted, subject to the overall LTIP component of compensation for the year not exceeding 90%.


Benefits To drive effectiveness and efficiency of executive officers, and for recruitment and retention purposes	Benefits typically include the following: • Health Care (medical, pharmacy, dental and vision benefits) • Welfare (medical and dependent care flexible spending accounts) • Insurance (short-term and long-term disability, accidental death, dismemberment, basic life insurance)	Benefits may vary by role and individual circumstance, and are reviewed periodically The Compensation Committee reserves the right to introduce additional benefits to ensure alignment with market practice.	N/A

Pension To provide market competitive retirement packages.	Contributions to 401(k) retirement plan	Employer contribution of up to 2.5% to a 401(k) plan or similar defined contribution arrangement in other jurisdictions	N/A

Annual Incentive Plan (“AIP”) To reinforce and reward improved financial and personal performance	The performance measures and target ranges are approved by the Committee at the beginning of the financial year. AIP awards are payable in cash.	The AIP will form no more than 35% of the overall package at target such that the total compensation delivered in cash is limited to no more than 50% of the overall compensation package at target. The Committee retains discretion to adjust the amount of the actual cash bonus payments to reflect the quality of the results.	Performance conditions: will be based in the majority on financial metrics (e.g., EBITDA-based metrics). Provisions for the recovery or withholding of amounts in certain specific scenarios are contained in the Cushman & Wakefield Recoupment Policy.

Long Term Incentive Plan (“LTIP”) To reward and retain key executives for the delivery of long-term growth objectives and to align the interests of management with those of shareholders	The Committee may grant annual awards of restricted stock units (“RSUs”) and options to purchase the company’s ordinary shares Normally, around 25%-50% of the RSU awards will be performance-vesting and around 50%-75% will vest in equal instalments over four years from the date of grant subject to continued employment. The Committee retains discretion to make awards under the LTIP with a greater or lesser percentage of performance-vesting RSU awards.	The maximum annual award of RSUs and/or options will generally be in the region of 60% of the total compensation package at target, but may be up to 90% of the total compensation package at target. The Committee reserves the right to make additional awards for the purposes of retention in exceptional circumstances, subject to the overall LTIP component of compensation for the year not exceeding 90%.	Performance-vested RSUs will be dependent on metrics such as Relative Total Shareholder Return and measures based on financial metrics such as margin accretion or EBITDA. Provisions for the recovery or withholding of amounts (whether vested or unvested) in certain specific scenarios are contained in the Cushman & Wakefield Recoupment Policy.


Compensation element	Employment terminated by the Company without cause or resignation for good reason	Resignation without good reason at end of term
	Restrictive covenants apply¹	Restrictive covenants apply¹

Base Salary	Continued through December 31, 2023.	May continue to receive his then-current base salary for up to 18 months. This is subject to his continued compliance with any other obligations participant has to the Company. No salary received if we notify the individual that we are waiving our rights to enforce the non-competition covenant.

Benefits	Continued participation in our medical, dental and health plans at his cost for 18 months following the termination of employment. Thereafter, he will receive an amount equal to his cost of health insurance coverage that would otherwise be provided under COBRA for the remainder of the severance period, if the severance period exceeds 18 months.	May continue to participate in the Company’s medical, dental and health plans at his cost for up to 18 months. This is subject to his continued compliance with any other obligations participant has to the Company. No benefits received if we notify the individual that we are waiving our rights to enforce the non-competition covenant.

AIP	Receives target bonus for the year of termination and for each subsequent fiscal year during severance period. If termination occurs within 12 months prior to or 24 months following a change in control, this bonus payment will be at least equal to his target annual bonus opportunity. Death or disability, his annual bonus for the year of termination based on actual performance.	No awards made. Certain vested stock options will remain exercisable for 90 days following resignation.

LTIP	Certain vested stock options remain exercisable for 90 days following termination. All unvested and outstanding time-vesting RSUs accelerate and vest. All unvested and outstanding PSUs granted prior to the employment agreement date will remain outstanding and eligible to vest based on actual performance. All unvested and outstanding PSUs granted after the employment agreement date will accelerate and vest based upon performance levels reasonably determined by the Company as of the termination of employment.	May only transfer up to 5% of the ordinary shares held (as a result of the settlement of the outstanding time-based RSUs and options) per calendar quarter, inclusive of any ordinary shares sold pursuant to the requirement to sell his ordinary shares alongside the Principal Shareholders.