RULES OF THE IMPERIAL BRANDS BONUS MATCH PLAN

Transcription

1 RULES OF THE IMPERIAL BRANDS BONUS MATCH PLAN IMPERIAL BRANDS PLC (Approved by the Board on 30 January 2013) (Amended by the Remuneration Committee on 24 April 2013) (Further amended by the Remuneration Committee on 9 September 2015) (Amended by the Remuneration Committee on 3 November 2016) \AC43

2 CONTENTS Rule Page 1. Definitions and interpretation Invitations Lodged Shares Effect of Allocation Vesting of Notional Lodged Shares and Notional Additional Shares Exchange Variations Malus and Clawback Payments/Transfers Transfer of Lodged Shares Transfer of legal title Lapse of Notional Additional Shares Taxation General Amendment Termination Governing Law Schedule 1. International Rules \AC43

3 RULES OF THE IMPERIAL BRANDS BONUS MATCH PLAN 1. DEFINITIONS AND INTERPRETATION 1.1 The following words and expressions will have the following meanings in these Rules: Additional Share means a Share allocated to an Employee under the Imperial Brands Share Matching Scheme; Board means the board of directors of the Company for the time being or a duly authorised committee of the board, which may include the remuneration committee of the board of directors of the Company; Company means Imperial Brands PLC (a company incorporated in England and Wales with registered number ); Control means, in relation to a body corporate, the power of a person to secure: by means of the holding of shares or the possession of voting power in relation to that or any other body corporate; or as a result of any powers conferred by the articles of association or other document regulating that or any other body corporate, that the affairs of the first-mentioned body corporate are conducted in accordance with the wishes of that person, and Controlled will be construed accordingly; CREST means the system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) operated by CRESTCo Limited; CREST Account means a designated CREST account held by a Participant with any sponsor agreed by the Trustees; Date of Allocation means, with respect to any Notional Lodged Shares or Notional Additional Shares, the date on which they are allocated under Rule 2.4 and 2.5 respectively; Employee means any person for the time being in full, part-time or temporary Employment; Employment means employment as an employee of any Member of the Group; Exit Price means the middle market price of a Share as derived from the London Stock Exchange Daily Official List on the Vesting Date; Expected Vesting Date means, with respect to any Notional Additional Shares or Notional Lodged Shares, the third anniversary of the Date of Allocation or such other date specified when any Notional Additional Shares or Notional Lodged Shares are allocated provided that if an event occurs as a result of which the Board determines that, in relation to any Notional Additional Shares or Notional Lodged Shares previously allocated, the original expected vesting date is no longer appropriate, the Board may substitute another date as the expected vesting date for those Notional Lodged Shares or Notional Additional Shares; Group means the Company and its Subsidiaries; Listed means admitted to trading on the London Stock Exchange; \AC43 1

4 Lodged Share means a Share: transferred to the Trustees and held by the Trustees as bare nominee for that Employee; or in respect of which a share certificate covering such Share has been deposited with the Trustees by an Employee which will be held by the Trustees (or such person or persons as may from time to time be nominated by the Trustees) on behalf of the Employee; or held by the Employee in a CREST Account; London Stock Exchange means the London Stock Exchange plc or any successor body carrying on the business of the London Stock Exchange plc; Malus and Clawback Provision means the power to reduce the number of Shares under any form of share award, to reduce the number of notional Shares under any form of share-based award, to cancel any share award or any share-based award, to impose further conditions on the vesting of any Notional Additional Shares, to reduce the amount of any annual bonus and/or to impose an obligation to make a payment to the Company set out in Rule 8.3; Market Abuse Regulation means the EU Market Abuse Regulation (596/2014), as varied, amended or supplemented or replaced by UK domestic legislation or regulation from time to time; Member of the Group means the Company or any of its Subsidiaries; Model Code means the Model Code on directors' and relevant employees' dealings in securities as set out in the listing rules published by the UK Listing Authority; Notional Additional Gain means the Exit Price multiplied by the number of Notional Additional Shares allocated to a Participant PROVIDED THAT, in respect of a Participant whose investment is represented by Notional Lodged Shares, if the Exit Price is less than the Notional Share Price the Notional Additional Gain will be reduced by the amount by which the Exit Price is less than the Notional Share Price multiplied by the original number of Notional Additional Shares; Notional Additional Share means a notional share allocated pursuant to Rule 2.5; Notional Lodged Share means a notional share allocated pursuant to Rule 2.4; Notional Share Price means, on any day that the Board allocates Notional Lodged Shares or Notional Additional Shares under the Plan, the middle market price of a Share as derived from the London Stock Exchange Daily Official List on that day; Participant means an Employee: who is holding monies in a bank account pursuant to Rule 2.3; or on whose behalf Lodged Shares are held by the Trustees or by the Employee in a CREST Account, or who has deposited a share certificate(s) with the Trustees, which Lodged Shares have not been withdrawn under Rule 11; Plan means the Imperial Brands Bonus Match Plan constituted by these Rules; Rules means these Rules as from time to time amended in accordance with their provisions; Share means an ordinary share, or a fraction of an ordinary share, in the capital of the Company; Share Dealing Code means the code adopted by the Company, based upon the Market Abuse Regulation, for securities transactions by directors, employees and persons connected with them, as amended from time to time; \AC43 2

5 Subsidiary means a subsidiary or subsidiary undertaking of the Company within the meaning of the Companies Act 2006; Tax means any tax, duty, impost, levy, charge or royalty in the nature of tax (including social security contributions) whether domestic or foreign, and whether or not chargeable directly against the person concerned or any other person, and any fine, penalty or interest connected therewith; Trust means the Imperial Tobacco Employee and Executive Benefit Trust or the Imperial Tobacco Group PLC 2001 Employee Benefit Trust; Trustees means the trustee for the time being of either of the Trusts or, as the context may require, such other entity appointed by the Company from time to time to provide nominee or administration services in connection with the Plan; Vesting Date means, subject to Rule 14.5, the earlier of the Expected Vesting Date and the date before the Expected Vesting Date on which a Notional Additional Share vests in accordance with Rule 5.3, 5.4, 5.5, 5.6, 5.7 or 5.8; and Vesting Period means with respect to a Notional Additional Share the period between its allocation under Rule 2.5 and its Vesting Date. 1.2 The headings in the Rules are for convenience and should be ignored when construing the Rules. Unless the context otherwise requires, words in the singular include the plural and vice versa and words implying either gender include both genders. 1.3 Reference in the Rules to any statutory provisions are to those provisions as amended or re-enacted from time to time, and include any regulations or other subordinate legislation made under them. 2. INVITATIONS 2.1 Any member of the Group may, from time to time, and with the consent of the Board, invite any Employee to participate in the Plan. 2.2 An invitation to participate in the Plan will invite Employees at the determination of the Board to: deposit monies (in Sterling or in a local currency and on such other terms (if any) as determined by the Board) with: (i) (ii) a bank account designated by the Board; or a bank account of the Employee's choice; and/or (d) (e) transfer Shares to the Trustees as Lodged Shares; and/or deliver share certificate(s) in respect of the Lodged Shares to the Trustees (or to such other person or persons nominated by the Trustees provided the share certificate(s) is/are held to the Trustees' order); and/or open a CREST Account and transfer Shares by way of a completed CREST dematerialisation form to the CREST Account, such Shares being Lodged Shares; and/or leave any existing Lodged Shares for which the Vesting Date of the related Additional Shares or Notional Additional Shares has occurred (or will occur by or within a short time after (as determined by the Board) the allocation of Notional Additional Shares pursuant to the invitation) as Lodged Shares for the purposes of the invitation, \AC43 3

6 and will advise the Employees of the basis of allocation of Notional Additional Shares determined by the Board if they accept the invitation. 2.3 An Employee invited to participate in the Plan may accept the invitation by depositing monies in a specified bank account, or, if permitted, acquiring Lodged Shares, in one of the permitted manners within the time prescribed by the invitation. 2.4 As soon as practicable following confirmation in respect of an Employee who accepts an invitation under Rule 2.2 of the amount deposited by the Employee in a specified bank account; the Board will allocate Notional Lodged Shares to the Participant by dividing the monies deposited in the specified bank account by the applicable Notional Share Price. 2.5 Following the allocation of Notional Lodged Shares to a Participant under Rule 2.4 or confirmation of the number of Lodged Shares acquired by or on behalf of an Employee following an invitation under Rule 2.1, the Trustees will allocate Notional Additional Shares to that Participant in respect of their Notional Lodged Shares or Lodged Shares, as appropriate, on the basis (including as to vesting) the Board determines based on length of service with the Group, the Earnings of a Participant, the financial performance of the Group or any other criteria the Board thinks appropriate. 2.6 No invitation will be made to an Employee when that Employee is restricted from dealing in Shares by the Share Dealing Code (or, as appropriate, any law or regulation with the force of law or any rule of an investment exchange on which Shares are listed or traded, or any other non-statutory rule which binds the Company, or with which the Board has resolved to comply). 3. LODGED SHARES 3.1 Any Lodged Shares will be registered either: in the name of the Trustees (or any other person or persons nominated by the Board for the purpose) who will hold the Shares as bare nominee for the relevant Participant; and/or in the Participant's name and the share certificate(s) covering the Shares will be held by the Trustees (or any other person or persons nominated by the Trustees provided the share certificate(s) is/are held to the Trustee's order); and/or in the Participant's name and held in a designated CREST Account. 3.2 The Trustees will not exercise any rights attaching to Lodged Shares otherwise than in accordance with written wishes received from the relevant Participant. A Participant will be responsible for ensuring that any voting wishes are conveyed to the Trustees in sufficient time and with sufficient clarity to allow the Trustees to carry them out. The Trustees will not be liable to any person for the consequences of any failure to exercise voting rights attaching to the Lodged Shares. 3.3 A Participant will be entitled to the amount of any dividends paid by the Company on the Participant's Lodged Shares. 4. EFFECT OF ALLOCATION 4.1 Any Notional Lodged Share and Notional Additional Share allocated to a Participant will cease to be capable of vesting if, before their Vesting Date, the Participant: (i) withdraws any of the monies held in a bank account pursuant to Rule 2.2; or (ii) causes any of the Lodged Shares in respect of which Notional Additional Shares were allocated to be transferred or delivered in accordance with Rule \AC43 4

7 4.2 Subject to Rule 11 no Lodged Share may be assigned, charged or otherwise disposed of by a Participant during the Vesting Period of the related Notional Additional Shares. 5. VESTING OF NOTIONAL LODGED SHARES AND NOTIONAL ADDITIONAL SHARES 5.1 Any Notional Additional Shares will only vest under Rules 5.2, 5.3, 5.4, 5.5, 5.6, 5.7 or 5.8 if and to the extent that any condition(s) imposed by the Board under Rule 2.5 has or have been satisfied at the Vesting Date. If an event occurs as a result of which the Board determines that in relation to all or any Notional Additional Shares previously allocated the condition(s) are no longer appropriate, the Board may substitute any other condition(s) it reasonably determines to be appropriate. The number of Notional Additional Shares that will vest pursuant to Rules 5.3, 5.4, 5.5, 5.6, 5.7 and 5.8 if the Notional Additional Shares vest before their Expected Vesting Date will be reduced on a pro rata basis to take account of the time that has elapsed between the Date of Allocation and the date of the relevant event as a proportion of the period between the Date of Allocation and the Expected Vesting Date. 5.2 Subject to Rule 5.1 and except as otherwise provided in Rules 5, 8 and 12 any Notional Additional Shares and Notional Lodged Shares will vest on their Expected Vesting Date, provided that the Participant is then in Employment. 5.3 Subject to Rules 5.1, 8 and 12 if a Participant ceases to be in Employment before the Expected Vesting Date due to: (d) death; injury, ill-health, disability, or redundancy; the company employing the Participant ceasing to be a Member of the Group; or the transfer or sale of the undertaking or part-undertaking in which the Participant is employed to a person who is not a Member of the Group, the Participant's Notional Additional Shares and Notional Lodged Shares will vest at the determination of the Board either on the Expected Vesting Date or as soon as practicable following the Participant ceasing to be in Employment. 5.4 If a Participant ceases to be in Employment in any circumstance other than one of those referred to in Rule 5.3, the Board may permit the Participant's Notional Additional Shares and Notional Lodged Shares to vest, subject to Rules 5.1, 8 and 12 either on the Expected Vesting Date or as soon as practicable following the Participant ceasing to be in Employment, on the terms the Board thinks fit. 5.5 If a Participant ceases to be in Employment: in any of the circumstances referred to in Rule 5.3; or in any circumstances other than those referred to in Rule 5.3 but where the Board permits his Notional Additional Shares and Notional Lodged Shares to vest in accordance with Rule 5.4, and in either case the Participant's Notional Additional Shares and Notional Lodged Shares is/are due to vest on the Expected Vesting Date, but the Participant dies before the Expected Vesting Date, his Notional Additional Shares and Notional Lodged Shares will vest on the date of death on the basis that the "relevant event" for the purposes of Rule 5.1 was the cessation of the Participant's Employment \AC43 5

8 5.6 Subject to Rule 5.1 if a Participant, while remaining in Employment, transfers from one jurisdiction to another and will become subject to Tax in the country to which the Participant is transferred so that the Participant will suffer a Tax disadvantage on the vesting of any Notional Additional Shares or Notional Lodged Shares following the transfer, the Board may, at its discretion, allow any entitlements to Notional Additional Shares and Notional Lodged Shares held by that Participant to vest during the period beginning three months before and ending three months after the transfer of the Participant. 5.7 Subject to Rules 5.1, 8 and 12 and provided the Notional Additional Shares and Notional Lodged Shares are not to be exchanged under Rule 6, if before the Expected Vesting Date: (d) Takeover: an offeror (together with others, if any, acting in concert with the offeror) obtains Control of the Company as a result of making a general offer to acquire all of the issued ordinary shares of the Company or all of the shares of the Company which are of the same class as the Shares and which, in either case, are not at the time owned by the offeror or any company Controlled by the offeror and/or persons acting in concert with the offeror; Section 979 notice: a person first becomes bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act 2006, or would be so entitled but for the fact that there were no dissenting shareholders; Compromise or arrangement under section 899: the court sanctions a compromise or arrangement between the Company and its shareholders under section 899 of the Companies Act 2006; or Delisting: notice is given that the Shares will cease to be Listed, the Participant's Notional Additional Shares and Notional Lodged Shares will vest on the date that any of the above-mentioned events occurs. 5.8 Subject to Rules 5.1, 8 and 12, any Notional Additional Shares and Notional Lodged Shares will vest: immediately before the passing of a resolution for the voluntary winding-up of the Company; or on the Court making an order for the winding-up of the Company. This Rule 5.8 will not apply where the winding-up in either case is for the purpose of a reconstruction or amalgamation of the Company. 5.9 For the purposes of this Rule 5, the Participant's Employment will be deemed to cease on the date on which the termination takes effect. 6. EXCHANGE 6.1 Subject to Rule 6.2 below, if a company (the Successor Company) obtains Control of the Company, and either: (i) the shareholders of the Successor Company immediately after it obtains Control are substantially the same as the shareholders of the Company immediately before that event; or (ii) the Board (as constituted before the event) decides and, in either case the Successor Company consents to the exchange of Notional Lodged Share and Notional Additional Share allocations, Notional Lodged Shares (Old Lodged Shares) and Notional Additional Shares (Old Additional Shares) allocated to Participants will not vest in accordance with Rule 5.7 but will be exchanged for allocations of new notional lodged shares (New Notional Lodged Shares) and new notional \AC43 6

9 additional shares (New Notional Additional Shares) respectively in the Successor Company which will have an aggregate market value equal to the Old Lodged Shares and Old Additional Shares to which they relate immediately before the exchange, and will be treated as having been allocated under the Plan at the same time and on the same terms as the Old Lodged Shares and Old Additional Shares to which they relate, and the Rules will be construed in relation to the New Notional Lodged Share and New Notional Additional Share allocations as if references to Shares were references to the shares subject to the allocation of New Notional Lodged Shares and New Additional Lodged Shares and references to Company were references to the Successor Company. 6.2 For the avoidance of doubt, allocations of New Notional Lodged Shares and New Notional Additional Shares will be subject to Rule 4 and will only vest if Participants retain, until the Vesting Date: the monies held in a bank account pursuant to Rule 2.2; or the Lodged Shares in respect of which the Old Additional Shares were allocated. 7. VARIATIONS 7.1 If there is a Variation, the number and/or type of Notional Additional Shares and Notional Lodged Shares allocated may be adjusted in the manner the Board determines to be fair and reasonable. 7.2 The Board will take any steps it considers necessary to notify Participants of any adjustments made under this Rule In relation to any Lodged Share registered in the name of the Trustees (or another person) pursuant to Rule 2.2 the Participant may instruct the Trustees to take such action as the Participant may inform the Trustees in writing. The Trustees will be under no obligation to take any action unless the Participant provides any necessary funds and will not be responsible for any failure to act in time or at all, irrespective of the circumstances. 8. MALUS AND CLAWBACK 8.1 In respect of allocations of Notional Additional Shares made before 1 January 2015, the Board may, in its absolute discretion, determine at any time before the vesting of any Notional Additional Shares to reduce the number of Notional Additional Shares allocated to a Participant, to cancel the allocation of Notional Additional Shares or to impose further conditions on the vesting of the Notional Additional Shares, if the Board forms the view that: the Company materially misstated its financial results for whatever reason; or there are circumstances where the Participant had by an act or omission contributed to reputational damage to the Company's group and the Board became aware of such circumstances after the Date of Allocation of the Notional Additional Shares; or there are circumstances where the Participant engaged in fraud or misconduct and the Board became aware of such circumstances after the Date of Allocation of the Notional Additional Shares. 8.2 In respect of allocations of Notional Additional Shares made on or after 1 January 2015, the Board may, in its absolute discretion, operate the Malus and Clawback Provision if it forms the view that: the Company materially misstated its financial results for whatever reason; or there are circumstances where the Participant had by act or omission contributed to reputational damage to the Company's group and the Board became aware of such circumstances after the Date of Allocation of the Notional Additional Shares; or \AC43 7

10 (d) there are circumstances where the Participant engaged in fraud or misconduct and the Board became aware of such circumstances after the Date of Allocation of the Notional Additional Shares; or there is error in relation to the determination of the outcome of any performance condition. 8.3 If any of the circumstances set out in Rule 8.2 to Rule 8.2(d) (inclusive) arise, the Board may: (d) (e) (f) reduce the number of Shares under any form of share award held by the Participant; and/or reduce the number of notional Shares under any form of share-based award held by the Participant; and/or cancel any share award or any share-based award held by the Participant; and/or impose further conditions on the vesting of any Notional Additional Shares; and/or reduce the amount of any future annual bonus (including, if appropriate, to zero); and/or require a Participant (or former Participant) to make a cash payment to the Company on such terms as the Board, acting fairly and reasonably, may determine. 8.4 The Board may decide at any time to reduce the number of Notional Additional Shares allocated to a Participant (including, if appropriate, to zero) to give effect to any malus and/or clawback provision of any form contained in any incentive plan (other than the Plan) operated by the Company's group. The extent of any such reduction shall be in accordance with the relevant terms of the relevant malus and/or clawback provision or, in the absence of any such terms, on such basis as the Board, acting fairly and reasonably, decides is appropriate. 9. PAYMENTS/TRANSFERS 9.1 Any monies held in a bank account pursuant to Rule 2.2 in respect of an allocation of Notional Lodged Shares will be transferred as soon as practicable (in such manner as the Board may determine) to the relevant Participant following the Vesting Date of those Notional Lodged Shares. 9.2 Any Lodged Shares held as bare trust for a Participant will be transferred (in the manner whether in uncertificated form or otherwise the Trustees determine) to the relevant Participant on the Vesting Date of the related Notional Additional Shares. 9.3 Save as otherwise provided, on or as soon as practicable after the Vesting Date of any Notional Lodged Shares and Notional Additional Shares a payment will be made to the Participant equal to the aggregate of: an amount equal to the Exit Price multiplied by the number of those Notional Lodged Shares less in respect of those Notional Lodged Shares the monies deposited in a bank account by that Participant pursuant to Rule 2.2; and the Notional Additional Gain calculated for those Notional Additional Shares that vest. 9.4 A Participant may, at the discretion of the Board, receive cash equal in value, so far as possible, to any dividends paid or payable on the number of Shares equal to the Notional Lodged Shares and/or Notional Additional Shares that vest, by reference to any record dates between the Date of Allocation and the date of vesting (and assuming the reinvestment of dividends in Shares on the \AC43 8

11 relevant ex-dividend dates). Any payment to be made under this Rule 9.4 will be made net of any Tax due in respect of it. 9.5 For the avoidance of doubt, if, in respect of a Participant's allocation of Notional Lodged Shares, their Exit Price multiplied by the number of Notional Lodged Shares is less than the monies held in a bank account by the Participant pursuant to Rule 2.2 in respect of those Notional Lodged Shares no payment shall be made in relation to those Notional Lodged Shares. 10. TRANSFER OF LODGED SHARES 10.1 Subject to the Participant electing to leave any of the Participant's Lodged Shares as Lodged Shares for the purpose of an invitation under Rule 2.2: any Lodged Shares held on bare trust for a Participant will be transferred (in the manner (and whether in uncertificated form or otherwise) the Trustees determine) to the relevant Participant on the Vesting Date of the related Notional Additional Shares; and/or the Trustees will return or procure the return of all share certificates in respect of Lodged Shares deposited with the Trustees as soon as practicable following the Vesting Date of the related Additional Shares. 11. TRANSFER OF LEGAL TITLE 11.1 The Trustees will in respect of all (but not some only) of a Participant's Lodged Shares: transfer the legal title into the name of the relevant Participant or at the direction of the Participant, in the manner (and whether in uncertificated form or otherwise) the Trustees determine; and/or deliver or procure the delivery of all the share certificate(s) to the relevant Participant, as soon as reasonably practicable following receipt of any written instruction to this effect from such Participant. 12. LAPSE OF NOTIONAL ADDITIONAL SHARES 12.1 Allocated Notional Additional Shares will lapse on the earliest of: the date on which a Participant ceases to be in Employment before the Expected Vesting Date in any circumstance other than one of those referred to in Rule 5.3 and where the Board has not permitted vesting under Rule 5.4; the Participant attempting to breach Rule 4.2; (d) (e) as soon as any condition imposed under Rule 2.5 can, in the opinion of the Board, no longer be met; as soon as the Board determines that any Notional Additional Shares will lapse in accordance with Rule 8; or immediately following the Notional Additional Shares ceasing to be capable of vesting under Rule Where, as a result of the application of Rule 5.1, any Notional Additional Shares have not vested, the Notional Additional Shares that have not vested will lapse immediately \AC43 9

12 13. TAXATION 13.1 Any Member of the Group, former member of the Group or the Trustees may withhold such amounts and/or make such arrangements as it considers necessary to meet any liability to Tax in respect of a Participant for which it or any other member of the Group or former member of the Group is liable to account in respect of a Participant in connection with the Plan unless the Participant discharges the liability For the purposes of this Rule 13 the Trustees may rely on any information supplied to them by the Company or by any tax adviser selected by the Company as to the amount of the Tax liability. 14. GENERAL 14.1 Any notice or other document given to any Employee pursuant to the Plan shall be delivered to him, sent by post to the Employee at the Employee's home address according to the records of the Employee's employing company or such other address as may appear to the Board to be appropriate or sent to the Employee by to the Employee's usual address according to the records of the Employee's employing company or to such other address that the Employee may have advised may be used. Notices or other documents sent by post will be deemed to have been received two days following the date of posting for documents posted to addresses in the United Kingdom and seven days for documents posted to an overseas address. All documents sent to or by an Employee will be sent entirely at the Employee's risk The decision of the Board on any question of interpretation of the Rules or any dispute relating to or connected with the Plan will be final and conclusive The costs of introducing, operating and administering the Plan will be borne by the Company. The Company may require any Member of the Group to enter into an agreement which obliges that company to reimburse the Company for any costs borne by the Company, directly or indirectly, in respect of the Member of the Group's officers or employees 14.4 The Plan will be operated in accordance with the requirements of the Share Dealing Code (or, as appropriate, any law or regulation with the force of law or any rule of an investment exchange on which Shares are listed or traded, or any other non-statutory rule which binds the Company, or with which the Board has resolved to comply). If appropriate, having regard to such requirements, any action under the Plan (including, without limitation, allocation and/or vesting of Notional Additional Shares) may be deferred where any dealing restrictions apply, until the first day on which any relevant restrictions cease to apply The Board will have the power from time to time to make regulations for the administration and operation of the Plan provided that the regulations are not inconsistent with these Rules Nothing in the Plan will give any officer or employee of any Member of the Group any right to participate in the Plan. Participation in one invitation does not imply a right to participate or be considered for participation in a later invitation Nothing in the Plan will form part of any Participant's contract of employment. The rights and obligations of a Participant under the terms and conditions of the Participant's Employment by any Member of the Group will not be affected by the Participant's participation in the Plan. The Participant will have no right to compensation or damages or any other sum or benefit in respect of his ceasing to participate in the Plan in any circumstances. An Employee who is not invited to participate in the Plan will have no right to compensation or damages or any other sum or benefit in respect of the Employee's non-participation \AC43 10

13 14.8 An Employee agrees, as a condition of participation in the Plan, to the collection, processing, transfer (including to countries outside the European Economic Area) and retention of the Employee's personal data for use in connection with the operation of the Plan by any member of the Group and/or any third party retained by the Board to administer the Plan Benefits received by a Participant under the Plan are not pensionable The invalidity or non-enforceability of one or more provisions of the Plan will not affect the validity or enforceability of the other provisions of the Plan The Plan confers no benefit, right or expectation on an individual who is not a Participant. No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. Any other right or remedy which a third party may have is unaffected by this Rule AMENDMENT 15.1 Subject to the provisions of this Rule 15 the Board can at any time amend any of the provisions of the Plan in any respect Subject to Rule 15.4, no amendment can be made to the advantage of Participants or Employees to the: persons to whom Notional Lodged Shares or Notional Additional Shares may be allocated; rights attaching to Notional Lodged Shares and Notional Additional Shares allocated; rights of Participants in the event of a Variation; or (d) terms of this Rule 15.2, without the prior approval by ordinary resolution of the members of the Company in a general meeting No amendment will be made under Rule 15.1 which would abrogate or materially affect adversely the subsisting rights of Participants unless it is made: with the written consent of Participants who hold 75% of the Notional Additional Shares allocated under the Plan; or by a resolution of a meeting of Participants passed by not less than 75% of the Participants who attend and vote either in person or by proxy, and, for the purposes of this Rule 15.3, the provisions of the articles of association of the Company and of the Companies Act 2006 relating to shareholder meetings will apply with the necessary changes Rule 15.2 will not apply to any amendment which is: minor and to benefit the administration of the Plan; to take account of any changes in legislation; or to obtain or maintain favourable tax, exchange control or regulatory treatment for the Company, any Member of the Group or any present or future Participant \AC43 11

14 15.5 No amendment may be made under Rule 15.1 which would, if carried out, involve the Trustee in a new or additional obligation or liability without the prior agreement of the Trustee The Board may adopt additional sections of the Plan applicable in any jurisdiction, under which Notional Lodged Shares and/or Notional Additional Shares may be subject to additional and/or modified terms and conditions, having regard to any securities, exchange control or taxation laws, regulations or practice which may apply to the Participant, the Company or any Member of the Group. 16. TERMINATION The Plan may be terminated at any time by a resolution of the Board, and will in any event terminate on 30 January Any termination will not affect the outstanding rights of Participants. No Notional Additional Shares or Notional Lodged Shares will be allocated under these Rules following termination. 17. GOVERNING LAW This Plan will be governed by the laws of England \AC43 12

15 SCHEDULE 1 INTERNATIONAL RULES The Rules of the Plan apply in the jurisdictions specified below: California (but only in respect of allocations of Notional Additional Shares made before 1 January 2015) Macedonia Morocco Ukraine \AC43 13