TREATT PLC. Deed of Trust and Rules. of the TREATT plc Share Incentive Plan

Transcription

1 TREATT PLC Deed of Trust and Rules of the TREATT plc Share Incentive Plan Adopted by resolution of the Directors of Treatt plc on 6 December 2013 Approved by shareholders: [ ] 2014 approved by HM Revenue & Customs under Schedule 2 of the Income Tax (Earnings & Pensions) Act 2003 on [ ] 2014 under reference number [ ] Page 1 of 45

2 THIS DEED is made on [ ] BETWEEN: 1. The Company : Treatt plc (company registration number ) whose registered office is at Northern Way, Bury St. Edmunds, Suffolk IP32 6NL 2. The Participating Companies : The Company, R C Treatt & Co Limited (company registration number ), Earthoil Plantations Limited (company registration number ) and such other Subsidiaries as shall pursuant to clause 14 of this Deed subsequently enter into a deed of adherence (as provided in clause 14 of this Deed). 3. The Original Trustees : Treatt SIP Trustees Limited whose registered office is Northern Way, Bury St Edmunds, Suffolk IP32 6NL. RECITALS (1) The Company, the Participating Companies and the Original Trustees intend to establish by the execution of this Deed a trust for the employee share ownership plan to be known as the Treatt plc Share Incentive Plan which satisfies the provisions of Schedule 2 to the Income Tax (Earnings & Pensions) Act (2) The Original Trustees have agreed to act as the first trustees of this Deed and the Plan. OPERATIVE PROVISIONS 1. Definitions and Interpretations 1.1. In this Deed (including the Recitals and Schedules) unless the context otherwise requires, each of the following words and expressions shall have the meaning respectively shown opposite it below: Accumulation Period in relation to Partnership Shares, such period as the Company may determine under clause 2.2 and Rule 6.11 during which the Trustee accumulates Participants Partnership Share Money before acquiring Partnership Shares or repaying it to the Participants and which shall begin no later than the date on which the first deduction of Partnership Share Money is made from the Participants Salary and shall end no later than 12 months after it began and which shall be the same for all Participants in the Plan; Acquisition Date (a) in relation to Partnership Shares, where there is no Accumulation Period, the Page 2 of 45

3 meaning given by paragraph 50(4) of the Schedule; (b) (c) in relation to Partnership Shares, where there is an Accumulation Period, the meaning given by paragraph 52(5) of the Schedule; and in relation to Dividend Shares, the meaning given by paragraph 66(4) of the Schedule; Associated Company Award Date The same meaning as in paragraph 94 of the Schedule; in relation to Free Shares or Matching Shares, the date on which such Shares are awarded; Award (a) in relation to Free Shares and Matching Shares, the appropriation of Free Shares and Matching Shares in accordance with the Plan; and (b) in relation to Partnership Shares, the acquisition of Partnership Shares on behalf of Qualifying Employees in accordance with the Plan; Capital Receipt the Company Connected Company Control the same meaning as in paragraph 502 of ITEPA 2003; Treatt plc registered in England under number ; the same meaning as in paragraph 18(3) of the Schedule; the same meaning as in section 995 Income Tax Act 2007; CTA 2010 The Corporation Tax Act 2010; Dealing Day this Deed or "the Deed the Directors Dividend Shares a day on which the Stock Exchange is open for the transaction of business; this Deed (including the Schedules of it) as varied or added to from time to time pursuant to and in accordance with clause 21 and Rule 15; the board of directors of the company or a duly authorised committee thereof; shares acquired on behalf of a Participant from Page 3 of 45

4 reinvestment of dividends under Part D of the Plan and which are subject to the Plan; Free Shares Free Share Agreement Free Share Limit Group Plan shares awarded under Part A of the Plan which are subject to the Plan; an agreement in the form (or substantially in the form) set out in Appendix A to the Rules; 3,000 per Tax Year or such other amount as may be specified in paragraph 35 of the Schedule from time to time; the Plan as established by the Company and extending to its Subsidiaries which are Participating Companies; Holding Period (a) in relation to Free Shares, such period as referred to in Rule 5.13 as the Company may determine beginning on the relevant Award Date and, subject to Rule 5.16, ending no earlier than the third anniversary and no later than the fifth anniversary of such date; (b) (c) in relation to Matching Shares, such period as referred to in Rule 7.5 as the Company may determine beginning on the relevant Award Date and, subject to Rule 7.8, ending no earlier than the third anniversary and no later than the fifth anniversary of such date; and in relation to Dividend Shares, subject to Rule 8.13, the period of 3 years from the Acquisition Date as referred to in Rule 8.11; ICTA 1988 the Income and Corporation Taxes Act 1988; Initial Market Value the Market Value of a Share on an Award Date; ITEPA 2003 the Income Tax (Earnings & Pensions) Act 2003; ITTOIA 2005 Market Value the Income Tax (Trading & Other Income) Act 2005; in relation to a Share on any day: (1) save as mentioned in (2) below, its market value as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act Page 4 of 45

5 1992; or (2) if and so long as the Shares are listed on the London Stock Exchange: (a) if, and only if, all the Shares acquired for allocation to Participants on an Award Date or Acquisition Date are purchased and allocated to all Participants on the same day, the average of the prices paid by the Trustees for those Shares; or (b) if all the Shares acquired for Participants are not purchased and awarded to all Participants on the same day, its middle market quotation on that day (as derived from the Daily Official List of the London Stock Exchange); Matching Shares NICs the Original Trustees Participant Participating Company Partnership Shares Partnership Share Agreement Partnership Share Money Partnership Share Limit shares awarded under Part C of the Plan and which are subject to the Plan; Primary Class 1 National Insurance Contributions; Treatt SIP Trustees Limited whose registered office is at Northern Way, Bury St Edmunds, Suffolk IP32 6NL; A Qualifying Employee who has entered into a Free Share Agreement and or Partnership Share Agreement under the Plan; the Company and each of the Participating Companies party to this Deed and such of its Subsidiaries as have executed deeds of adherence to the Plan under clause 15 of this Deed; shares awarded under Part B of the Plan and which are subject to the Plan; an agreement in the form (or substantially in the form) set out in Appendix B to the Rules; money deducted from a Participant s Salary pursuant to a Partnership Share Agreement and held by the Trustee to acquire Partnership Shares or to be returned to such a person; In relation to any Qualifying Employee, the lower of : (a) 1,500 per Tax Year; and Page 5 of 45

6 (b) 10% of an Qualifying Employee s Salary for the Tax Year or such other amount as may be specified in paragraph 46 of the Schedule from time to time; Performance Allowances the criteria for an Award of Free Shares where: (a) (b) whether Free Shares are awarded; or the number or value of Free Shares awarded is conditional on performance targets being met; the Plan the employee share scheme established by this Deed including the Rules and known as the Treatt plc Share Incentive Plan; Plan Shares (a) Free Shares, Matching Shares or Partnership Shares awarded to Participants; (b) Dividend Shares acquired on behalf of Participants; and (c) shares in relation to which paragraph 87 (company reconstructions: new shares) of the Schedule applies That remain subject to the Plan; Plan Termination Notice Qualifying Company Qualifying Corporate Bond Qualifying Employee Qualifying Period A notice issued under paragraph 89 of the Schedule; the same meaning as in paragraph 17 of the Schedule; the same meaning as in section 117 of the Taxation of Chargeable Gains Act 1992; an employee who must be invited to participate in an award in accordance with Rule 3.6 and any employee who the Company in its absolute discretion has decided to invite to participate in accordance with Rule 3.7; in relation to an Award, such period as the Company may determine commencing: (a) in the case of Free Shares, no more than 18 months before the Award is made; Page 6 of 45

7 (b) in the case of Partnership Shares and Matching Shares where there is an Accumulation Period, no more than 6 months before the start of the Accumulation Period; and (c) in the case of Partnership Shares and Matching Shares where there is no Accumulation Period, no more than 18 months before the deduction of Partnership Share Money relating to the Award; Redundancy Relevant Employment the same meaning as in the Employment Rights Act 1996; employment by the Company or any Associated Company; the Rules the Rules of the Plan as set out in Schedule 1; Salary the Schedule Shares the Stock Exchange Subsidiary Tax Year the Trustee the Trust Fund the Trust Period the UK Listing Authority the same meaning as in paragraph 43(4) of the Schedule; Schedule 2 to ITEPA 2003 (as amended from time to time); Ordinary 0.10 shares in the capital of the Company which comply with the conditions set out in paragraph 25 of the Schedule; the London Stock Exchange Plc; any company which is for the time being under the Control of the Company; a year beginning on 6 April and ending on the following 5 April; the Original Trustee or other trustee for the time being of the Plan; all assets transferred to the Trustee to be held on the terms of the Trust Deed and the assets from time to time representing such assets, including any accumulations of income; the period of 80 years beginning with the date of this Deed or (if shorter) the period beginning with the date of this Deed and expiring pursuant to the provisions of clause 22; and The UK Financial Conduct Authority acting in its Page 7 of 45

8 2. Status capacity as competent authority for the purposes of Part V1 of the Financial Services and Markets Act 2000 or such other person as is appointed to be the competent authority for the purposes of that Act References to any Act, or Part, Chapter, or section (including ICTA 1988 and ITEPA 2003) shall include any statutory modification, amendment or reenactment of that Act, for the time being in force Words of the feminine gender shall include the masculine and vice versa and words in the singular shall include the plural and vice versa unless, in either case, the context otherwise requires or it is otherwise stated References to specific clauses are references to the relevantly numbered clauses set out in this Deed The Plan consists of this Deed and the Schedules of it including the Rules and the Appendices thereto The Company shall from time to time determine which of Parts A to D of the Rules shall have effect. Where the Company determines that Part B shall have effect it shall also specify whether there is to be an Accumulation Period. 3. Declaration of Trust 3.1. The Company and the Trustee have agreed that all the Shares and other assets which are issued to or transferred to the Trustee are to be held on the trusts declared by this Deed and subject to the terms of the Rules When Shares or assets are transferred to the Trustee by the Company with the intention of being held as part of the Plan they shall be held upon the trusts and provisions of this Deed and the Rules The Trustee shall hold the Trust Fund upon the following trusts namely: as to Shares which have not been awarded to Participants ( Unawarded Shares ) upon trust during the Trust Period to allocate those Shares in accordance with the terms of this Deed and the Rules; as to Shares which have been awarded to a Participant ( Plan Shares ) upon trust for the benefit of that Participant on the terms and conditions set out in the Rules; as to Partnership Share Money upon trust to purchase Shares for the benefit of the contributing Qualifying Employee in accordance with the Rules; and as to other assets ( Surplus Assets ) upon trust to use them to purchase further Shares to be held on the trusts declared in Page 8 of 45

9 above, at such time during the Trust Period and on such terms as the Trustee in its absolute discretion thinks fit The Trustees will waive all dividends on Unawarded Shares and Surplus Assets shall be accumulated by the Trustee and added to, and held upon the trusts applying to, Surplus Assets Subject to 3.4 above, the income of Plan Shares and Partnership Share Money shall be dealt with in accordance with the Rules The perpetuity period in respect of the trusts and powers declared by this Deed and the Rules shall be the period of 80 years from the date of this Deed. 4. The Trustee 4.1. Subject to the following provisions of this clause, the Company shall have the power exercisable by deed to remove any person as Trustee of this Plan and to appoint a new Trustee in the place of such person provided that the power conferred by this clause shall only be operative and capable of taking effect from the date on which the first mentioned Trustee receives notice in writing of such removal and the new Trustee accepts office as such new Trustee At all times throughout the Trust Period the Trustee shall comprise either a body of two or more individuals who are all resident in the United Kingdom for the purposes of United Kingdom taxation, or a single corporate trustee: which is resident in the United Kingdom for the purposes of United Kingdom taxation; and whose Memorandum of Association permits it to exercise, and is not inconsistent with, the powers conferred on the Trustee under this Deed The statutory power of appointing new or additional Trustees shall not apply to this Plan An outgoing Trustee shall execute all such transfers or other documents, and shall do all such acts or things, as may be necessary for vesting the Trust Fund in the new Trustee or placing it under its control and shall be bound and entitled to assume that any new Trustee is a proper person to have been appointed in accordance with this clause A new Trustee shall cause the endorsement of a memorandum on this Deed as to the trusteeship in accordance with the provisions contained in clause 4.6 provided that where an outgoing Trustee is liable as a Trustee for any duties or taxes then that Trustee shall not be bound so to transfer the Trust Fund unless reasonable security is provided for indemnifying the outgoing Trustee and that Trustee s estate against such liability On every change in the trusteeship a memorandum shall be endorsed on or permanently annexed to this Deed: Page 9 of 45

10 stating the names and addresses of the body of individuals, or the name of the company, which is the Trustee for the time being; and signed by the individuals comprising the new Trustee or, in the case of a corporate trustee, by two trustee directors of the new Trustee, or one trustee director and the secretary of the new corporate trustee Any person dealing with the affairs of this Plan shall be entitled to rely upon any memorandum endorsed on this Deed in accordance with clause 4.6 (or, if there is more than one such memorandum, the latest) as sufficient evidence that the individuals or the company named therein are, or is, duly appointed as the Trustee. 5. Information supplied by the Company The Trustee shall be entitled to rely, without further enquiry, on all information supplied to it by the Company in connection with its duties as trustee declared in this Deed and (without prejudice to the generality of the foregoing) any notice given by the Company to the Trustee in respect of the eligibility of any person to become or remain a Participant shall be conclusive in favour of the Trustee. 6. Provision of Information to Participants The Company shall procure that additional copies of any or all such notices, circulars and other documents (except proxy forms) sent to ordinary shareholders of the Company shall be sent to such Participants as the Trustee directs and for that purpose the Trustee shall procure that the Company is given such information as is reasonably necessary to enable the Company to comply with this obligation. 7. Investment and dealing with Trust Assets 7.1. Save as otherwise provided for by the Plan the Trustee shall not sell or otherwise dispose of Plan Shares The Trustee shall obey any directions given by a Participant in accordance with the Rules in relation to his Plan Shares and any rights and income relating to those Shares Subject to clause 7.4 below, in relation to any matter on which the Trustee has a right or opportunity as a member of the Company to vote or exercise any other rights, the Trustees may, but shall not be obliged to, invite directions from each Participant as to the manner in which the Trustees should exercise such rights in respect of a Participant s Plan Shares. The Trustees shall not be entitled in respect of any Plan Shares to vote on a show of hands unless all directions received from the Participants concerned in respect of the particular resolution are identical and shall not in any circumstances be under an obligation to call for a poll. In the event of any poll the Trustees shall vote only in accordance with the directions of Participants who have given such directions The Trustee shall not exercise any vote (whether on a show of hands or on a poll) in respect of Unawarded Shares. Page 10 of 45

11 7.5. The Company and Participating Companies shall, as soon as practicable after deduction from Salary, pass the Partnership Share Money to the Trustee who will put the money into an account with: a person falling within section 991(2)(b) Income Tax Act 2007, a Building Society (as defined in the Building Societies Act, 1986), or a firm falling within section 991(2)(c) Income Tax Act 2007, until it is either used to acquire Partnership Shares on the Acquisition Date, or, in accordance with the Plan, returned to the individual from whose Salary the Partnership Share Money has been deducted. The Trustee shall pass on any interest arising on this invested Partnership Share Money to the individual from whose Salary the Partnership Share Money has been deducted The Trustee may either retain or sell Unawarded Shares at their absolute discretion. The proceeds of any sale of Unawarded Shares shall form part of Surplus Assets The Trustee shall have all the powers of investment of a beneficial owner in relation to Surplus Assets The Trustee shall not be under any liability to the Participating Companies or to current or former Qualifying Employees by reason of a failure to diversify investments, which results from the retention of Plan or Unawarded Shares The Trustee may delegate powers, duties or discretions to any persons and on any terms. No delegation made under this clause shall divest the Trustee of its responsibilities under this Deed or under the Schedule. 8. Loans to Trustee The Trustee may allow any Shares to be registered in the name of an appointed nominee provided that such Shares shall be registered in a designated account. Such registration shall not divest the Trustee of its responsibilities under this Deed or the Schedule. The Trustee may at any time, and shall if the Company so directs, revoke any delegation made under this clause or require any Plan assets held by another person to be returned to the Trustee, or both. The Trustee shall have the power to borrow money for the purposes of: 8.1. acquiring Shares; and 8.2 paying any other expenses properly incurred by the Trustee in administering the Plan. Page 11 of 45

12 9. Trustee s Further Obligations under the Plan Notice of Award of Free and Matching Shares 9.1. As soon as practicable after Free and Matching Shares have been awarded to a Participant, the Trustee shall give the Participant a notice stating: the number and description of those Shares; their Initial Market Value on the date of Award; and the Holding Period applicable to them. Notice of Award of Partnership Shares 9.2. As soon as practicable after any Partnership Shares have been acquired for a Participant, the Trustee shall give the Participant a notice stating: the number and description of those Shares; the amount of money applied by the Trustee in acquiring those shares on behalf of the Participant; and the Market Value of those Shares at the Acquisition Date. Notice of acquisition of Dividend Shares 9.3. As soon as practicable after Dividend Shares have been acquired on behalf of a Participant, the Trustee shall give the Participant a notice stating: the number and description of those shares; their Market Value on the Acquisition Date; the Holding Period applicable to them; and any amount not reinvested and carried forward for acquisition of further Dividend Shares. Notice of any foreign tax deducted before dividend paid 9.4. Where any foreign cash dividend is received in respect of Plan Shares held on behalf of a Participant, the Trustee shall give the Participant notice of the amount of any foreign tax deducted from the dividend before it was paid. Restrictions during the Holding Period 9.5. During the Holding Period the Trustee shall not dispose of any Free, Matching or Dividend Shares (whether by transfer to the employee or otherwise) except as allowed by the following paragraphs of the Schedule: paragraph 37 (power of Trustee to accept general offers etc.); Page 12 of 45

13 paragraph 77 (power of Trustee to raise funds to subscribe for rights issue); paragraph 79 (meeting PAYE obligations); and paragraph 90(5) (termination of plan: early removal of shares with participant's consent). PAYE Liability etc The Trustee may dispose of a Participant s Shares or accept a sum from the Participant in order to meet any PAYE liability in the circumstances provided in paragraph 97 of the Schedule (PAYE: shares ceasing to be subject to the plan). Where the Trustee receives a sum of money which constitutes a Capital Receipt in respect of which a Participant is chargeable to income tax under ITEPA 2003, the Trustee shall pay to the employer a sum equal to that on which income tax is so payable. The Trustee shall maintain the records necessary to enable it to carry out its PAYE obligations, and the PAYE obligations of the employer company so far as they relate to the Plan. The trustees shall maintain records of Participants who have participated in one or more share incentive plans approved under the Schedule established by the Company or a Connected Company. Where the Participant becomes liable to income tax under ITEPA 2003, Chapter 3 or 4 of Part 4 ITTOIA 2005, the Trustee shall inform the Participant of any facts which are relevant to determining that liability. Money's worth received by Trustee 9.7. The Trustee shall pay over to the Participant as soon as is practicable, any money or money's worth received by them in respect of or by reference to any shares, other than new shares within paragraph 87 of the Schedule (company reconstructions). This is subject to: the provisions of Part 8 of the Schedule (dividend reinvestment); the Trustee s obligations under sections 510 to 514 of ITEPA 2003 (PAYE: obligations to make payments to employer etc); and the Trustee's PAYE obligations. Page 13 of 45

14 General offers etc If any offer, compromise, arrangement or scheme is made which affects the Free Shares or Matching Shares the Trustee shall notify Participants. Each Participant may direct how the Trustee shall act in relation to that Participant s Plan Shares as provided for under the Rules of the Plan. In the absence of any direction, the Trustee shall take no action. 10. Power of Trustee to Raise Funds to Subscribe for a Rights Issue If instructed by Participants in respect of their Plan Shares the Trustee may dispose of some of the rights under a rights issue arising from those Shares to obtain enough funds to exercise the remaining rights. The rights referred to are the rights to buy additional shares or rights in the same company. 11. Power to Agree Market Value of Shares Where the Market Value of Shares falls to be determined for the purposes of the Schedule, the Trustee may agree with HM Revenue & Customs that it shall be determined by reference to such date or dates, or to an average of the values on a number of dates, as specified in the agreement. 12. Personal Interest of Trustee directors and Employees The Trustee, Directors and other officers or employees of a corporate trustee, shall not be liable to account for any benefit accruing to them by virtue of their: participation in the Plan as a Qualifying Employee; ownership, in a beneficial or fiduciary capacity, of any shares or other securities in any Participating Company; being a director or employee of any Participating Company, being a creditor, or being in any other contractual relationship with any such Company. 13. Trustee Meetings The Trustee shall hold meetings as often as is necessary for the administration of the Plan. There shall be at least two individual trustees or, in the case of a corporate trustee, two trustee directors present at a meeting and the Trustee shall give due notice to all the trustee directors of such a meeting. Decisions made at such a meeting by a majority of the Trustee or of the trustee directors, as the case may be, present shall be binding on all the Trustee. A written resolution signed by all the Trustee or the trustee directors shall have the same effect as a resolution passed at a meeting. Page 14 of 45

15 14. Subsidiary Companies Any Subsidiary that is not an existing party to this Deed may with the agreement of the Company become a party to this Deed and the Plan by executing a deed of adherence agreeing to be bound by the Deed and Rules. Any company which ceases to be a Subsidiary shall cease to be a Participating Company. 15. Expenses of Plan The Participating Companies shall meet the costs of the preparation and administration of this Plan. 16. Trustee s Liability and Indemnity The Participating Companies shall jointly and severally indemnify the Trustee (except a remunerated Trustee) against any expenses and liabilities which are incurred through acting as a Trustee and which cannot be recovered from the Trust Fund. This does not apply to expenses and liabilities which are incurred through fraud or wilful wrongdoing or are covered by insurance under clause No Trustee except a remunerated Trustee shall be personally liable for any breach of trust (other than through fraud or wilful wrongdoing) over and above the extent to which the Trustee is indemnified by the Participating Companies in accordance with clause A non-remunerated Trustee may insure the Plan against any loss caused by him or any of his employees, officers, agents or delegates. A non-remunerated Trustee may also insure himself and any of these persons against liability for breach of trust not involving fraud or wilful wrongdoing or negligence of the Trustee or the person concerned A Trustee who carries on a profession or business may charge for services rendered on a basis agreed with the Company. A firm or company in which a Trustee is interested or by which he is employed may also charge for services rendered on this basis. 17. Covenant by the Participating Companies The Participating Companies hereby jointly and severally covenant with the Trustee that they shall pay to the Trustee all sums which they are required to pay under the Rules and shall at all times comply with the Rules. 18. Acceptance of Gifts The Trustee may accept gifts of Shares and other assets which shall be held upon the trusts declared by clause 3. Page 15 of 45

16 19. Trustee s Lien The Trustee s lien over the Trust Fund in respect of liabilities incurred by it in the performance of its duties (including the repayment of borrowed money and tax liabilities) shall be enforceable subject to the following restrictions: the Trustee shall not be entitled to resort to Partnership Share Money for the satisfaction of any of its liabilities; and the Trustee shall not be entitled to resort to Plan Shares for the satisfaction of its liabilities except to the extent that this is permitted by the Plan. 20. Amendments to the Plan The Company may at any time (with the concurrence of the Trustees) by deed supplemental hereto alter any of the provisions of this Deed (including the Schedules hereto) subject to the provisions of Rule Termination of the Plan The Plan shall terminate: in accordance with a Plan Termination Notice issued by the Company to the Trustee in accordance with Rule 16; or if earlier, on the expiry of the Trust Period Upon the issue of a Plan Termination Notice by the Company under Rule 16 or upon the expiry of the Trust Period paragraph 90 of the Schedule shall have effect Any Shares or other assets which remain undisposed of after the requirements of paragraph 90 of the Schedule have been complied with shall be held by the Trustee upon trust to pay or apply them to or for the benefit of the Participating Companies as at the termination date in such proportion, having regard to their respective contributions, as the Trustee shall in its absolute discretion think appropriate. 22. General This Deed shall be governed by and construed in accordance with the laws of England Schedule 1 shall have effect as part of this Deed. Page 16 of 45

17 SCHEDULE 1 THE RULES of The Treatt plc Share Incentive Plan INDEX 1. Definitions 2. Purpose of the Plan 3. Eligibility of Individuals 4. Participation on Same Terms 5. Free Shares (Part A) 6. Partnership Shares (Part B) 7. Matching Shares (Part C) 8. Dividend Shares (Part D) 9. Company Reconstructions 10. Rights Issue 11. Limitations 12. Stamp Duty 13. Relationship with Employment Contracts 14. Disputes 15. Alterations 16. Termination 17. Governing Law Page 17 of 45

18 1. Definitions The definitions and interpretation provisions set out in clause 1 of the Deed shall (unless the context otherwise requires) apply to these Rules. 2. Purpose of the Plan The purpose of the Plan is to enable employees of Participating Companies to acquire shares in a company which give them a continuing stake in that company. 3. Eligibility of Individuals 3.1. An individual is eligible to participate in an Award only if: he is an employee of a Participating Company; he has been an employee of a Qualifying Company at all times during any Qualifying Period relating to the Award as determined by the Company; he does not fail to be eligible under any of Rules 3.2 and 3.3; and he continues to meet the requirements set out in 3.1.1, and above on the date(s) set out in paragraph 14(1)of the Schedule An individual is not eligible to participate in an Award of Free Shares in any Tax Year if in that Tax Year he is at the same time participating in an Award under another share incentive plan established by the Company or a Connected Company and approved under the Schedule, or if he would have received such an Award but for his failure to meet a performance target (see Rule 5.5) An individual is not eligible to participate in an Award of Partnership Shares or Matching Shares in any Tax Year if in that Tax Year he is at the same time participating in an Award under another share incentive plan established by the Company or a Connected Company and approved under the Schedule, or if he would have received such an Award but for his failure to meet a performance target (see Rule 5.5) If an individual participates in an Award of Shares under the Plan in a Tax Year in which he has already participated in an award of shares under one or more other share incentive plans established by the Company or a Connected Company and approved under the Schedule, the maximum limits set out in rules 5.4, 6.4 and 8.6 of the Plan apply as if the Plan and all other relevant plans were a single plan. Page 18 of 45

19 Employees who must be invited to participate in Awards 3.5. Any individual who meets the requirements in Rule 3.1; and is a UK resident taxpayer whose earnings from the employment by reference to which the individual meets the employment requirement in paragraph 15 of the Schedule are (or would be if there were any) general earnings to which section 15 ITEPA applies (earnings for a year when employee resident in the UK) is eligible to participate in the Plan and must be invited to participate in any Award under the Plan. Employees who may be invited to participate in Awards 3.6. Any individual who meets the requirements set out in Rule 3.1 but is not a UK resident taxpayer within the meaning of paragraph 8(2) of the Schedule may, at the absolute discretion of the Company, also be invited to participate in any Award under the Plan. 4. Participation on Same Terms 4.1. All Qualifying Employees shall be invited to participate in an Award on the same terms. All who do participate in an Award shall do so on the same terms The Company may make an Award of Free Shares to Qualifying Employees by reference to their remuneration, length of service or hours worked. The basis upon which any Award is so made will be explained in the invitation to participate in an Award The Company may make an Award of Free Shares to Qualifying Employees by reference to their performance as set out in Rule 5.5. Page 19 of 45

20 PART A 5. Free Shares 5.1. Every Qualifying Employee shall enter into an agreement with the Company (a Free Share Agreement ) in the terms (or substantially in the terms) of the draft in Appendix A to these Rules The Trustee, acting with the prior consent of the Company, may from time to time award Free Shares The number of Free Shares to be awarded by the Trustee to each Qualifying Employee on an Award Date shall be determined by the Company in accordance with this Rule and Rule 4.2 or 4.3. Maximum Annual Award 5.4. The Initial Market Value of the Shares awarded to a Qualifying Employee in any Tax Year shall not exceed the Free Share Limit. Allocation of Free Shares by reference to performance 5.5. The Company may stipulate that the number of Free Shares (if any) to be awarded to each Qualifying Employee on a given Award Date shall be determined by reference to Performance Allowances If Performance Allowances are used, they shall apply to all Qualifying Employees Where Performance Allowances are used Such Performance Allowances must be determined by reference to such fair and objective measures relating to business results or other such objective criteria as the Company shall determine over such period as the Company shall specify ( Performance Targets ); and Performance Targets must be set for performance units of one or more employees; and for the purposes of an Award of Free Shares an employee must not be a member of more than one performance unit Where the company decides to use Performance Allowances it shall, as soon as reasonably practicable: notify each employee participating in the Award of the performance targets and measures which, under the Plan, shall be used to determine the number or value of Free Shares awarded to him; and notify all Qualifying Employees of the Company or, in the case of a Group Plan, of any Participating Company, in general terms, of the Page 20 of 45

21 performance targets and measures to be used to determine the number or value of Free Shares to be awarded to each Participant in the Award The Company shall determine the number of Free Shares (if any) to be awarded to each Qualifying Employee by reference to performance using Method 1 or Method 2 set out in Rules 5.10 and 5.12 respectively. Performance Allowances: Method By this method: at least 20% of Free Shares awarded in any performance period shall be awarded without reference to performance; the remaining Free Shares shall be awarded by reference to performance; and the highest Award made to an individual by reference to performance in any period shall be no more than four times the highest Award to an individual without reference to performance If this Method is used: the Free Shares awarded without reference to performance (Rule above) shall be awarded on the same terms mentioned in Rule the Free Shares awarded by reference to performance (Rule above) need not be allocated on the same terms mentioned in Rule 4. Performance Allowances: Method By this method: some or all Free Shares shall be awarded by reference to performance; the Award of Free Shares to Qualifying Employees who are members of the same performance unit shall be made on the same terms, as mentioned in Rule 4; and Free Shares awarded for each performance unit shall be treated as separate awards. Holding Period for Free Shares The Company shall, in relation to each Award Date, specify a Holding Period throughout which a Participant shall be bound by the terms of the Free Share Agreement The Holding Period shall be the same for all Participants who receive an Award at the same time. The Holding Period shall not be increased in respect Page 21 of 45

22 of Free Shares already awarded under the Plan. The Holding Period in relation to each Award of Free Shares shall be specified in the Notice of Award given to each Qualifying Employee by the Trustee in accordance with paragraph 75 of the Schedule and pursuant to clause 10 of the Deed Participants may during the Holding Period direct the Trustee: to accept an offer for any of their Free Shares if the acceptance or agreement shall result in a new holding being equated with those shares for the purposes of capital gains tax; or to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Free Shares if the offer forms part of such a general offer as is mentioned in Rule ; or to accept an offer of cash, with or without other assets, for their Free Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their shares, or to holders of shares in the same company and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of section 719 ITEPA 2003; or to agree to a transaction affecting their Free Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting: all of the ordinary share capital of the company or, as the case may be, all the shares of the class in question; or all the shares, or all the shares of the class in question, which are held by a class of shareholder identified otherwise than by reference to their employment or their participation in a plan approved under the Schedule The obligations of the Participant with respect to the Holding Period will end: if the Participant ceases to be in Relevant Employment (and depending on the terms of any applicable forfeiture provisions attaching to the Award of Free Shares as set out in Rule 5.17 below, this may lead to forfeiture of the Free Shares); if the Company terminates the Plan in accordance with clause 22 of the Deed and Rule 16 and the Participant has consented to the transfer of the Shares to the Participant The Company may stipulate that the number of Free Shares awarded to a Qualifying Employee may be forfeited in certain circumstances which shall be set out in full in the Free Share Agreement relating to that Award of Free Page 22 of 45

23 Shares PROVIDED THAT any provision for forfeiture of such Free Shares shall comply with the requirements of paragraph 32 of the Schedule. Page 23 of 45

24 PART B 6. Partnership Shares 6.1. The Company may at any time invite every Qualifying Employee to enter into a Partnership Share Agreement with the Company Any such invitation shall specify: whether the Company has determined to offer Matching Shares to Qualifying Employees who enter into a Partnership Share Agreement; the basis on which such Matching Shares will be appropriated; any forfeiture provisions attaching to the Matching Shares as provided for in Rule 7.9 below; and the starting date and length of the Accumulation Period (as determined by the Company) Partnership Shares shall not be subject to any provision under which they may be forfeit. Maximum amount of deductions 6.4. The amount of Partnership Share Money deducted from a Participant s Salary shall not exceed the Partnership Share Limit Any amount deducted in excess of that allowed by Rule 6.4 shall be paid over to the employee, subject to both deduction of any applicable income tax under PAYE and NIC liability arising, as soon as practicable. Minimum amount of deductions 6.6. The minimum amount to be deducted under the Partnership Share Agreement on any occasion shall be the same in relation to all Partnership Share Agreements entered into in response to invitations issued on the same occasion and it shall not be greater than Ten Pounds ( 10.00). Notice of possible effect of deductions on benefit entitlement 6.7. Every Partnership Share Agreement shall contain a notice under paragraph 48 of the Schedule. Restriction imposed on number of Share awarded 6.8. The Company may specify the maximum number of Shares to be included in an Award of Partnership Shares The Partnership Share Agreement shall contain an undertaking by the Company to notify each Qualifying Employee of any restriction on the number of Shares to be included in an Award. Page 24 of 45

25 6.10. The notification in Rule 6.9 above shall be given: if there is no Accumulation Period, before the deduction of the Partnership Share Money relating to the Award; and if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Award. Accumulation Period The Company shall determine whether an Accumulation Period is to apply in relation to the invitation to enter into a Partnership Share Agreement. Plan with no Accumulation Period The Trustee shall acquire Shares on behalf of the Qualifying Employee using the Partnership Share Money. They shall acquire the Shares on the Acquisition Date. The number of Shares awarded to each employee shall be determined in accordance with the Market Value of the Shares on that date. Plan with Accumulation Period If there is an Accumulation Period, the Trustee shall acquire Shares on behalf of the Qualifying Employee, on the Acquisition Date, using the Partnership Share Money The number of Shares acquired on behalf of each Participant shall be determined by reference to one of the following: the Market Value of the Shares at the beginning of the Accumulation Period; or the Market Value of the Shares on the Acquisition Date; or the lower of the Market Value of the Shares and the beginning of the Accumulation Period and the Market Value of the Shares on the Acquisition Date If a transaction occurs during an Accumulation Period which results in a new holding of shares being equated for the purposes of capital gains tax with any of the Shares to be acquired under the Partnership Share Agreement, the employee may agree that the Partnership Share Agreement shall have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding. Surplus Partnership Share Money Any surplus Partnership Share Money remaining after the acquisition of Shares by the Trustee: may, with the agreement of the Participant, be carried forward to the next Accumulation Period or the next deduction; and Page 25 of 45

26 in any other case, shall be paid over to the Participant, subject to both deduction of any applicable income tax under PAYE and NIC liability, as soon as practicable. Scaling down If the Company receives applications for Partnership Shares exceeding the Award maximum determined in accordance with Rule 6.8 then the following steps shall be taken in sequence until the excess is eliminated: Step 1. the excess of the deduction chosen by each applicant over Ten Pounds ( 10) shall be reduced pro rata; Step 2. all deductions shall be reduced to Ten Pounds ( 10) Step 3. applications shall be selected by lot, each based on a deduction of Ten Pounds ( 10) Each application shall be deemed to have been modified or withdrawn in accordance with the foregoing provisions, and each employee who has applied for Partnership Shares shall be notified of the change. Stopping and Restarting Deductions 6.18 A Partnership Share Agreement shall include a provision allowing the Participant, by written notice to the Company, to stop the deductions from his Salary with effect from a date specified in the notice. Following such a notice, the Participant may, by further notice in writing, direct the Company to re-start the deductions from his Salary, provided that the deductions that have been missed in the interim period may not be made up. Withdrawal from Partnership Share Agreement 6.19 A Participant may withdraw from a Partnership Share Agreement at any time by notice in writing to the Company. Unless a later date is specified in the notice, such a notice shall take effect 30 days after the Company receives it. Any Partnership Share Money then held on behalf of the Participant shall be paid over to that Participant as soon as practicable subject to the deduction of any amount necessary to meet any income tax due under PAYE and NIC liability A participant may withdraw any or all of his Partnership Shares from the Plan at any time. The Trustees shall then, within 30 days of such direction to withdraw, transfer the Partnership Shares to the Participant, subject to the withholding of any amount necessary to meet any income tax due under PAYE and NIC liability arising on the transfer of such Partnership Shares. Repayment of Partnership Share Money on withdrawal of approval or Termination 6.21 If approval to the Plan is withdrawn or a Plan Termination Notice is issued in respect of the Plan, any Partnership Share Money held on behalf of employees Page 26 of 45

27 shall be repaid to them as soon as practicable, subject to deduction of any amount necessary to meet any income tax due under PAYE and NIC liability arising on the repayment of such Partnership Share Money. Page 27 of 45

28 PART C 7. Matching Shares 7.1. The Partnership Share Agreement sets out the basis on which a Participant is entitled to Matching Shares in accordance with this Part of the Rules. General Requirements for Matching Shares 7.2. Matching Shares shall: be Shares of the same class and carrying the same rights as the Partnership Shares to which they relate; subject to Rule 7.4 be awarded on the same day as the Partnership Shares to which they relate are acquired on behalf of the Participant; and be awarded to all Participants on exactly the same basis. Ratio of Matching Shares to Partnership Shares 7.3. The Partnership Share Agreement shall specify the ratio of Matching Shares to Partnership Shares for the time being offered by the Company and that ratio shall not exceed 2:1. The Company may vary the ratio before Partnership Shares are acquired. Participants shall be notified of the terms of any such variation before the Partnership Shares are awarded under the Partnership Share Agreement If the Partnership Shares on that day are not sufficient to produce a Matching Share, the match shall be made when sufficient Partnership Shares have been acquired to allow at least one Matching Share to be appropriated. Holding Period for Matching Shares 7.5. The Company shall, in relation to each Award Date, specify a Holding Period throughout which a Participant shall be bound by the terms of the Partnership Share Agreement The Holding Period shall be the same for all Participants who receive an Award at the same time. The Holding Period shall not be increased in respect of Matching Shares awarded under the Plan. The appropriate Holding Period in relation to each award of Matching Shares shall be set out in the Notice of Award given to each Qualifying Employee by the Trustee in accordance with paragraph 75 of the Schedule and pursuant to clause 10 of the Deed Participants may during the Holding Period direct the Trustee: to accept an offer for any of their Matching Shares if the acceptance or agreement shall result in a new holding being equated with those original Shares for the purposes of capital gains tax; or Page 28 of 45

29 to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Matching Shares if the offer forms part of such a general offer as is mentioned in paragraph 7.7.3; or to accept an offer of cash, with or without other assets, for their Matching Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their Shares or to the holders of shares in the same company, and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of section 719 of ITEPA 2003; or to agree to a transaction affecting their Matching Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting; all of the ordinary share capital of the company or, as the case may be, all the shares of the class in question; or all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan approved under the Schedule The obligations of the Participant with respect to the Holding Period will end: if the Participant ceases to be in Relevant Employment (and depending on the terms of any applicable forfeiture provisions attaching to the Award of Matching Shares as set out in Rule 7.9 below, this may lead to forfeiture of the Matching Shares); if the Company terminates the Plan in accordance with clause 22 of the Deed and Rule 16 and the Participant has consented to the transfer of the Shares to the Participant The Company may stipulate that the number of Matching Shares awarded to a Qualifying Employee may be forfeited in certain circumstances which shall be set out in the Partnership Share Agreement relating to that Award of Matching Shares PROVIDED THAT any provision for forfeiture of Matching Shares shall comply with the requirements of paragraph 32 of the Schedule. Page 29 of 45