Remuneration Information • Oct 20, 2022
Remuneration Information
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Shareholder approval: 8 December 2016 Board adoption: 28 October 2016 Board amendment: 10 December 2019 Board amendment: [18 November]2022 Plan expires: 7 December 2026
| 1. | Grant of Bonus Awards | 2 |
|---|---|---|
| 2. | Testing of Performance Targets and conditions and calculation of Bonus | 3 |
| 3. | Grant of Share Awards | 6 |
| 4. | Plan limits | 8 |
| 5. | Individual limit | 9 |
| 6. | Award Price | 9 |
| 7. | Conditions | 9 |
| 8. | Malus | 10 |
| 9. | Clawback | 10 |
| 10. | Vesting of Share Awards (and exercise of Options) | 13 |
| 11. | Holding Period | 1515 |
| 12. | Vesting of Share Awards (and exercise of Options) in special circumstances | 16 |
| 13. | Takeover and other corporate events | 1817 |
| 14. | Exchange of Share Awards | 2019 |
| 15. | Lapse of Share Awards | 2020 |
| 16. | Adjustment of Share Awards on Reorganisation | 2120 |
| 17. | Tax and social security withholding | 2121 |
| 18. | Rights and listing of Plan Shares | 2221 |
| 19. | Relationship of the Plan to contract of employment | 2221 |
| 20. | Administration of the Plan | 2222 |
| 21. | Amendment of the Plan | 2323 |
| 22. | Notices | 2423 |
| 23. | Governing law and jurisdiction | 2424 |
| 24. | Interpretation | 2424 |
Subject to the Rules, whether the Plan shall be operated for any particular Financial Year, the identity of any Participant and the terms of their participation shall be determined by the Board in its absolute discretion. The selection of an Eligible Employee to participate in the Plan and the receipt of a Bonus Award, Cash Bonus or Share Award (whether on one or more occasions) does not entitle that Eligible Employee to receive or be considered for participation in the Plan on any other occasion.
A Bonus Award may only be granted to an individual who is an Eligible Employee on the date on which the Bonus Award is granted.
Where the Company is required to have in place a Directors' Remuneration Policy, the terms of a Bonus Award to be granted to an Eligible Employee who is a director of the Company must fall within the scope of the Directors' Remuneration Policy most recently approved by the Company in a general meeting. Such terms may include by way of example but without limitation any relevant individual limit in Rule 1.2, any Performance Targets set out in Rule 1.7 and the proportion of any Bonus Award which is delivered as a Cash Bonus and/or a Share Award.
The maximum Bonus made to an Executive Director Participant in respect of any Financial Year must not exceed 150% of his basic salary paid by the Group in the Financial Year to which the Bonus Award relates, expressed as an annual rate. For the avoidance of doubt, for other Participants a higher limit may be applied at the discretion of the Board.
At or after the date on which the Bonus Award is granted, but in any event before the amount of the Participant's Bonus Award has been determined, the Board shall, in its absolute discretion, determine the percentage of a Participant's Bonus Award which will be delivered as a Cash Bonus and the percentage (which may be nil but no more than 50% of the total Bonus Award) which will be deferred and delivered in the form of a Share Award.
After the end of the Financial Year to which a Bonus Award relates, the Board will determine the number of Plan Shares over which the Share Award shall be granted.
The number of Plan Shares subject to a Participant's Share Award shall be calculated by dividing the amount of his Bonus to be deferred and granted as a Share Award by the average Market Value (measured over the last 30 days of the Financial Year to which the Bonus Award relates or such other measurement period as determined by the Board in its absolute discretion) of a Plan Share. The number of Plan Shares shall be rounded down to the nearest whole Plan Share.
The Board shall grant Bonus Awards by such method as it shall determine (which may include by the Board passing a resolution to make or approve the grant of Bonus Awards).
A Bonus Award Certificate shall be issued to each Participant as soon as reasonably practicable following the grant of the Bonus Award setting out details of the Bonus Award determined in accordance with Rule 1.5.
A Bonus Award certificate shall state:
Subject thereto, a Bonus Award certificate shall be in such form as the Board may determine from time to time.
A Bonus Award shall be personal to the Participant and, except in the case of the death of a Participant, a Bonus Award shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Participant purports to transfer, charge or otherwise alienate the Bonus Award.
The Bonus Award will be subject to the satisfaction of the Performance Targets for the relevant Financial Year and/or any other conditions set by the Board.
If an event occurs which causes the Board to consider that any Performance Target and/or any other condition to which a Bonus Award has been made is no longer appropriate, the Board may substitute, vary or waive that Performance Target and/or any other condition in such manner (and make such consequential amendments to the Rules) as:
The Bonus Award shall then take effect subject to the Performance Targets and/or any other conditions as substituted or varied or waived.
The Board shall, as soon as practicable, notify each Participant concerned of any determination made by it under this Rule 1.7.
As soon as practicable following the end of the Financial Year in respect of which a Bonus Award was granted, the Board shall determine the extent to which the Performance Targets and/or any other conditions imposed on the Bonus Award under Rule 1.7, in their original form or as substituted or varied from time to time, have been satisfied and the Board shall determine the Bonus (if any) in respect of the relevant Bonus Award.
When the Board makes its determinations under Rule 2.1, it shall also determine the amount of any Cash Bonus payable in respect of the Bonus Award. Payment of any Cash Bonus shall be made as soon as practicable after the Board has made its determinations under Rule 2.1.
Subject to Rule 2.4, a Bonus shall be delivered only while the Participant is in Relevant Employment and if a Participant ceases to be in Relevant Employment, any Bonus Award granted to him shall lapse on the date the Participant ceases to be in Relevant Employment.
Notwithstanding Rule 2.3, if a Participant ceases to be in Relevant Employment during the relevant Financial Year to which the Bonus Award applies by reason of:
the Board may at its absolute discretion determine that the Bonus Award will continue with the Performance Targets for the relevant Financial Year and any other conditions imposed under Rule 1.7 considered at the time the Bonus is determined under Rule 2.1. Any Bonus payable in respect of the Bonus Award shall be delivered in the same way and at the same time as if the Participant had not ceased to be in Relevant Employment, unless the Board in its absolute discretion decides otherwise.
Unless the Board in its absolute discretion decides otherwise, the Bonus will be reduced pro rata to reflect the number of whole months from the beginning of the relevant Financial Year to which the Bonus Award relates until the date of cessation of Relevant Employment as a proportion of the relevant Financial Year.
Notwithstanding Rule 2.3, if a Participant ceases to be in Relevant Employment (apart from gross misconduct) after the relevant Financial Year to which the Bonus Award relates but before the time when the Cash Bonus relating to that Bonus Award is due to be paid, the Board may at its absolute discretion determine that the Participant shall remain eligible for the delivery of a Bonus of such amount as it determines at its absolute discretion based on its assessment of the extent to which the Performance Targets for the relevant Financial Year and any other conditions imposed under Rule 1.7 have been met. Any Bonus payable in respect of the Bonus Award shall be delivered in the same way and at the same time as if the Participant had not ceased to be in Relevant Employment, unless the Board in its absolute discretion decides otherwise.
For the purposes of the Plan, a Participant shall not be treated as ceasing to be in Relevant Employment until he no longer holds any office or employment with any Group Member. In addition, unless the Board otherwise decides, a Participant shall not be treated as so ceasing if within 7 days he recommences employment or becomes an office holder with any Group Member.
The Board may decide that a Participant will be treated as ceasing to be in Relevant Employment when he gives or receives notice of termination of his employment (whether or not lawful).
Subject to Rule 2.12, where a person obtains Control of the Company as a result of making an offer to acquire Plan Shares, any outstanding Bonus Awards shall be determined by the Board on or as soon as practicable after the person obtains Control as set out below.
The amount of the Bonus shall be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the Performance Targets for the relevant Financial Year and any other condition imposed under Rule 1.7.
Unless the Board in its absolute discretion decides otherwise, the Bonus will be reduced pro rata to reflect the number of whole months from the beginning of the relevant Financial Year to which the Bonus Award relates until the person obtains Control as a proportion of the relevant Financial Year.
Any Bonus determined under this Rule 2.7 shall be paid in the form of a Cash Bonus as soon as practicable following the Board's determination.
Subject to Rule 2.12, if a person becomes entitled or bound to acquire shares in the Company under sections 979 to 982 of the Companies Act 2006, any outstanding Bonus Awards shall be determined by the Board on or as soon as practicable after the person becomes so entitled or bound as set out below.
The amount of the Bonus shall be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the Performance Targets for the relevant Financial Year and any other condition imposed under Rule 1.7.
Unless the Board in its absolute discretion decides otherwise, the Bonus will be reduced pro rata to reflect the number of whole months from the beginning of the relevant Financial Year to which the Bonus Award relates until the person becomes so bound or entitled as a proportion of the relevant Financial Year.
Any Bonus determined under this Rule 2.8 shall be paid in the form of a Cash Bonus as soon as practicable following the Board's determination.
Subject to Rule 2.12, if a person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 any outstanding Bonus Award shall be determined by the Board on or as soon as practicable after the date of the court sanction as set out below.
The amount of the Bonus shall be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the Performance Targets for the relevant Financial Year and any other condition imposed under Rule 1.7.
Unless the Board in its absolute discretion decides otherwise, the Bonus will be reduced pro rata to reflect the number of whole months from the beginning of the relevant Financial Year to which the Bonus Award relates until the date the compromise or arrangement becomes (or is expected to become) effective as a proportion of the relevant Financial Year.
Any Bonus determined under this Rule 2.9 shall be paid in the form of a Cash Bonus as soon as practicable following the Board's determination.
The Board may determine that a Bonus shall be payable in respect of a Bonus Award if it becomes aware that the Company will be affected by a demerger, distribution (which is not an ordinary dividend) or other transaction not otherwise covered by the Rules.
The amount of the Bonus which shall be determined by the Board in its absolute discretion taking into account any Performance Targets and/or any other conditions imposed under Rule 1.7.
Unless the Board in its absolute discretion decides otherwise, the Bonus will be reduced pro rata to reflect the number of whole months from the beginning of the relevant Financial Year to which the Bonus Award relates until the relevant event as a proportion of the relevant Financial Year.
Any Bonus determined under this Rule 2.10 shall be paid in the form of a Cash Bonus as soon as practicable following the Board's determination but conditional on the relevant event taking place.
For the purpose of Rule 2 a person shall be deemed to have obtained Control of the Company if he and others Acting In Concert with him have together obtained Control of it.
Where an event occurs under Rules 2.7, 2.8 or 2.9 and:
the Board, with the consent of the person acquiring Control (if relevant) may determine that Rules 2.7, 2.8 and 2.9 will not apply and Bonus Awards shall continue and the amount of any Bonus shall be considered in accordance with Rule 2.1.
The Board shall, as soon as reasonably practicable, notify each Participant of the occurrence of any of the events referred to in this Rule 2 and explain how this affects their position under the Plan.
Where, in relation to any payment under this Plan, any Group Member or former Group Member is liable, or is in accordance with current practice believed by the Board to be liable, to account to any revenue or other authority (whether in the UK or overseas) for any sum in respect of any tax or social security contributions liability of the Participant, his employer (or former employer as the case may be) may deduct, or procure the deduction of, such amount from the value of the payment before paying, or procuring the payment of, the net amount to the Participant.
For the purposes of Rules 2.7 to 2.12, any reference to the Board shall be taken to be a reference to those individuals who were members of the Board immediately before the event by virtue of which Rules 2.7 to 2.12 applies.
A Share Award shall be granted by the Board passing a resolution. The Award Date shall be the date on which the Board passes the resolution or any later date specified in the resolution and allowed by Rule 3.3. The grant of a Share Award shall be evidenced by a deed executed by or on behalf of the Board.
Where the Company is required to have in place a Directors' Remuneration Policy, the terms of a Share Award to be granted to a Participant who is a director of the Company must fall within the scope of the Directors' Remuneration Policy most recently approved by the Company in a general meeting.
A Share Award Certificate or Restricted Share Agreement (as applicable) shall be issued to each Share Award Holder as soon as reasonably practicable following the grant of the Share Award setting out details of the Share Award determined in accordance with Rule 3.2 and, where applicable, Rule 3.10.
The Board shall, at the time of grant, determine:
Subject to Rule 3.4, the Board may grant Share Awards only during the 42 days beginning on:
Share Awards may not be granted:
A Share Award may only be granted to a Participant to whom the Board has determined to make a Bonus under Rule 2.
Unless the Board decides otherwise, a Share Award will not be granted to a Participant who on or before the Award Date has given or received notice of termination of employment (whether or not lawful).
The Board may require an Eligible Employee who is (or is to be) granted a Share Award to confirm his acceptance of the Rules and the terms of any Share Award granted to him by a specified date. Such confirmation will be in a form set by the Board (which may require the Eligible Employee to execute a document). If the acceptance is not confirmed by the specified date, unless the Board waives the requirement to confirm acceptance, the Share Award may not Vest and the Board may determine that the Share Award will lapse.
A Share Award Holder may by notice in writing to the Company within 30 days after the Award Date say he does not want his Share Award in whole or part. In such a case, the Share Award shall to that extent be treated as never having been granted.
A Share Award Holder shall not be required to make payment for the grant of a Share Award unless the Board determines otherwise. Where a Share Award Holder refuses his Share Award pursuant to the terms of Rule 3.7, no payment in connection with the refusal is required from the Share Award Holder or the Company.
A Share Award shall be personal to the Share Award Holder and, except in the case of the death of a Share Award Holder, a Share Award shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Share Award Holder purports to transfer, charge or otherwise alienate the Share Award.
This Rule 3.10 sets out specific provisions in relation to Restricted Shares.
A Participant who is to be granted Restricted Shares must enter into a Restricted Share Agreement with the Company providing that to the extent the Share Award lapses, the Restricted Shares are forfeit and the Restricted Shares will immediately be transferred for no (or nominal) consideration to any person specified by the Board. The Restricted Share Agreement will also provide that, except for transfer on death of the Share Award Holder to his personal representatives or to the extent agreed by the Board (and subject to such conditions as it may decide), the Share Award Holder will not transfer or assign the Restricted Shares subject to his Share Award during the Vesting Period.
The aggregate number of Plan Shares over which Share Awards may be granted shall be limited as set out in this Rule 4. In the event of any conflict between the limits in this Rule 4, the lower limit shall prevail.
A Share Award may not be granted if the result of granting the Share Award would be that the aggregate number of Plan Shares issued or committed to be issued in the preceding 10 year period under:
would exceed 10 per cent of the Company's issued ordinary share capital at that time.
A Share Award may not be granted if the result of granting the Share Award would be that the aggregate number of Plan Shares issued or committed to be issued in the preceding 10 year period under:
would exceed 5 per cent of the Company's issued ordinary share capital at that time.
For the purpose of the limits contained in this Rule 4:
once only (when the Share Award is granted or the option is granted or the right awarded) and shall not fall out of account when the Share Award Vests, the option is exercised or other rights vest.
If the granting of a Share Award would cause the limits in this Rule 4 to be exceeded, such Share Award shall take effect as a Share Award over the maximum number of Plan Shares which does not cause the limit to be exceeded. If more than one Share Award is granted on the same Award Date, the number of Plan Shares which would otherwise be subject to each Share Award shall be reduced pro rata.
The number of Plan Shares over which Share Awards may be granted to any one Eligible Employee shall be limited as set out in this Rule 5.
A Share Award must not be granted to an Eligible Employee if the result of granting that Share Award would be that, at the proposed Award Date, the average Market Value (measured over the last 30 days of the Financial Year to which the Bonus Award relates) of the Plan Shares subject to that Share Award would exceed 50 % of his Bonus.
If the grant of a Share Award would cause the limit in Rule 5.2 to be exceeded, such Share Award shall take effect as a Share Award over the maximum number of Plan Shares which does not cause the limit to be exceeded.
The Award Price (if any) shall be determined by the Board and may be any price.
Where the Board has determined that a Share Award will be satisfied by the issue of new shares and the Award Price per Plan Share is less than the nominal value of a Plan Share, the Company will ensure that at the time of the issue of the Plan Shares arrangements are in place to pay up at least the nominal value of the relevant Plan Shares.
The Vesting of a Share Award and the extent to which it Vests may be subject to the satisfaction of any applicable conditions set by the Board on or before the Award Date.
Any condition imposed under Rule 7.1 shall be:
If an event occurs which causes the Board to consider that any condition imposed under Rule 7.1 subject to which a Share Award has been granted is no longer appropriate, the Board may substitute, vary or waive that condition in such manner (and make such consequential amendments to the Rules) as:
The Share Award shall then take effect subject to the condition as substituted, varied or waived.
The Board shall, as soon as practicable, notify each Share Award Holder concerned of any determination made by it under this Rule 7.
Notwithstanding any other provision of the Rules, the Board may,
in the following circumstances:
In determining any reduction which should be applied under this Rule 8, the Board shall act fairly and reasonably but its decision shall be final and binding.
For the avoidance of doubt, any reduction under this Rule 8 may be applied on an individual basis as determined by the Board. Whenever a reduction is made under this Rule 8, the relevant Bonus Award and Share Award shall be treated as having lapsed to that extent.
In this Rule 9, Trigger Events means:
that the relevant Participant was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to him; and/or
material corporate failure in any Group Member.
Notwithstanding any other provision of the Rules, if at any time during the period of three years following the date on which a Participant's Bonus Award was determined by the Board a Trigger Event occurs in respect of a Bonus Award, Cash Bonus and/or Share Award, then:
Where Rule 9.2 applies, the Board may in its absolute discretion require the relevant Participant to:
less in each case the amount of tax and social security contributions actually paid (or due to be paid) by the Participant in respect of the acquisition of the Plan Shares and/or payment of cash in respect of a Share Award.
In addition to the obligation of the Participant as described above, the Participant shall use his best endeavours to seek and obtain repayment or credit from HMRC or any relevant overseas tax authority of the tax and social security contributions paid on the Participant's behalf in relation to the Cash Bonus or acquisition of Plan Shares and/or the cash payable to the Participant in respect of the Share Award as soon as reasonably practicable and to notify the Company of such claim and/or receipt of any credit or payment by HMRC (or any relevant overseas tax authority) in this regard. The Board shall procure that the Company provides reasonable assistance to the Participant to seek and obtain such repayment or credit. Following such notification the Company will be entitled to require the Participant to make a payment to it within 30 days of an amount equivalent to the amount of any payment or credit received from HMRC (or any relevant overseas tax authority).
By accepting the grant of a Cash Bonus or a Share Award, the Participant authorises the Company or such other Group Member as may be the employer of the Participant to make deductions from any payment owing to him including but not limited to salary, bonus, holiday pay or otherwise in respect of any sum which would otherwise be payable by the Participant under this Rule 9.
Any transfers, payments or repayments to be made by the Participant under this Rule 9 shall be made within 30 days of the date the Participant is notified in writing of the transfer required or the amount due, as appropriate.
In addition to or in substitution for the actions described above that the Board may take under Rule 9.1 (the Actions), the Board may:
provided that the total amount represented by:
shall not, in the Board's reasonable opinion, exceed the amount represented by any transfer and any amount or value which would have been due if the Board had only carried out the Actions.
Where Rule 9.2 applies and the Share Award takes the form of an Option which the Share Award Holder has not exercised in full, the Board may in its absolute discretion reduce the number of Plan Shares subject to such Option (including, for the avoidance of doubt, to nil). In addition to or in substitution for reducing such Option, the Board may take any of the actions set out in Rules 9.7.1 to 9.7.4 provided that the total amount represented by reductions under Rules 9.7.1 to 9.7.4 and any reduction of the Option under this Rule 9.8 shall not, in the Board's reasonable opinion, exceed the amount which would have been represented by the reduction of the Option only.
In carrying out any action under this Rule 9, the Board shall act fairly and reasonably but its decision shall be final and binding.
For the avoidance of doubt, any action carried out under this Rule 9 may be applied on an individual basis as determined by the Board. Whenever a reduction of an award, right to acquire Plan Shares or option is made under this Rule 9, the relevant award, right to acquire Plan Shares or option shall be treated to that extent as having lapsed.
The Board may determine at any time to reduce the number of Plan Shares subject to a Share Award (including, for the avoidance of doubt, to nil) either:
The value of any reduction under Rule 9.10.1 shall be determined in accordance with the terms of the relevant Clawback Provisions in the relevant Employees' Share Scheme or bonus plan as interpreted by the Board in its absolute discretion.
The value of any reduction under Rule 9.10.2 shall be determined as if the terms of the relevant Clawback Provisions in the relevant Employees' Share Scheme or bonus plan applied as interpreted by the Board in its absolute discretion.
Subject to Rules 7, 12 and 13, a Share Award will Vest on the later of:
The Board may determine that Vesting of the Share Award shall be delayed until any relevant investigation or other procedure relevant to an event falling within the scope of Rule 8 or 9 has been completed.
Subject to the Rules, the effect of a Share Award Vesting shall be:
Where the Vesting of a Share Award is prevented by any Dealing Restriction, the Vesting of that Share Award shall be delayed until the Dealing Restriction no longer prevents it. Plan Shares may not be issued or transferred to a Share Award Holder while Dealing Restrictions prevent such issue or transfer or exercise. In the case of an Option, the Option may not be exercised while Dealing Restrictions prevent such exercise.
Subject to Rule 12, a Share Award granted to a Share Award Holder while they are in Relevant Employment shall Vest and an Option granted to a Share Award Holder while they are in Relevant Employment may be exercised only while the Share Award Holder is in Relevant Employment and if a Share Award Holder ceases to be in Relevant Employment, any Share Award granted to him shall lapse on cessation. This Rule 10.4 shall apply where the Share Award Holder ceases to be in Relevant Employment in any circumstances (including, in particular, but not by way of limitation, where the Share Award Holder is dismissed unfairly, wrongfully, in breach of contract or otherwise).
A Share Award Holder who has given or received notice of termination of Relevant Employment (whether or not lawful) may not exercise an Option during any period when the notice is effective and a Share Award granted to him shall not Vest during this period, unless the Board determines otherwise. If an Award would otherwise have Vested during this period, and the notice is withdrawn by the relevant party, subject to Rule 10.3 the Award will Vest when the notice is withdrawn.
Subject to Rules 10.3, 3.13.110.4 and 17, a Vested Option may be exercised in whole or in part at any time. If exercised in part, the unexercised part of the Option shall not lapse as a result and shall remain exercisable until such time as it lapses in accordance with the Rules.
An Option shall be exercised by the Share Award Holder giving notice to the Board (or any person appointed by the Board) in the form from time to time prescribed by the Board, which may include (for the avoidance of doubt) any electronic and/or online notification. Such notice shall specify the number of Plan Shares in respect of which the Option is being exercised, and be accompanied by either the Award Price (if any) in full or confirmation of arrangements satisfactory to the Board for the payment of the Award Price, together with any payment and/or documentation required under Rule 17 and, if required, the Share Award Certificate.
For the avoidance of doubt, the date of exercise of an Option shall be the later of the date of receipt of a duly completed valid notice of exercise (or any later date as may be specified in that notice of exercise) and the date of compliance with the requirements of the first paragraph of this Rule 10.510.510.6.
Subject to Rules 10.3, 10.710.710.8 and 17 and to any necessary consents and to compliance by the Share Award Holder with the Rules, the Board shall, as soon as reasonably practicable and in any event not later than 30 days after:
Subject to Rule 17, the Board may on exercise of an Option:
Subject to Rule 17, the Board may on the Vesting of a Conditional Share Award make a cash payment to the Share Award Holder equal to the Market Value of the Plan Shares in respect of which the Conditional Share Award has Vested, less the Award Price (if any).
Where the Company settles a Share Award in the manner described in this Rule 10.710.710.8, this shall be in full and final satisfaction of the Share Award Holder's rights under the Share Award.
A Share Award (except a Share Award comprising Restricted Shares where the right to dividends has not been waived) may include the right to receive an amount in Plan Shares or cash on or following Vesting equal in value to the dividends which were payable on the number of Plan Shares in respect of which the Share Award has Vested during the period between the Award Date and the date of Vesting (or in the case of an Option the number of Plan Shares subject to the Option shall be increased as at the date of Vesting by the relevant value in Plan Shares).
The Board may determine at its absolute discretion whether or not the method used to calculate the value of dividends shall assume that such dividends have been reinvested into Plan Shares.
The Board may decide at any time not to apply this Rule 10.810.810.9 to all or any part of a special dividend or dividend in specie.
In this Rule 11:
Holding Period Holder means a trustee or nominee designated by the Board in accordance with this Rule 11; and
Holding Period Shares means Plan Shares which are or were the subject of a Share Award to which a Holding Period applies, and in respect of which the Holding Period has not ended in accordance with this Rule 11.
This Rule 11 applies to the extent that some or all of the Plan Shares acquired on Vesting of a Share Award (or exercise of an Option) are subject to a Holding Period.
Instead of arranging for the issue or transfer of the Holding Period Shares to the Share Award Holder on Vesting of a Conditional Share Award or exercise of an Option under Rule 10.610.610.7, the Board may arrange for the Holding Period Shares to be issued or transferred to the Holding Period Holder, as designated by the Board, to be held for the benefit of the Share Award Holder. Any balance of the Plan Shares in respect of which a Share Award Vests or is exercised will be issued or transferred as described in Rule 10.610.610.7.
If the Share Award took the form of Restricted Shares, the Holding Period Shares will be transferred to (or continue to be held by) the Holding Period Holder on the terms of this Rule 11.
The Share Award Holder or Holding Period Holder may not transfer, assign or otherwise dispose of any of the Holding Period Shares or any interest in them (and the Share Award Holder may not instruct the Holding Period Holder to do so) during the Holding Period except in the following circumstances:
Ceasing Relevant Employment during the Holding Period will have no impact on the provisions of this Rule 11, save where cessation is by reason of death in which case the Holding Period shall immediately be deemed to have ended.
For the avoidance of doubt, Rule 9 shall apply to the Holding Period Shares in the same way that it applies to Plan Shares acquired by a Share Award Holder following Vesting of a Share Award or exercise of an Option which are not Holding Period Shares.
Subject to the provisions of this Rule 11, the Holding Period will end on the earliest of the following:
Subject to the provisions of this Rule 12, if a Share Award Holder ceases to be in Relevant Employment, the Share Award will continue subject to any conditions imposed under Rule 7.1. The Share Award will Vest in the same way and at the same time as if the Share Award Holder had not ceased to be in Relevant Employment.
If a Share Award Holder ceases to be in Relevant Employment by reason of:
the Board may at is absolute discretion determine that the Share Award will Vest in full on the date of cessation of Relevant Employment.dies, a proportion of each Share Award held by him which has not Vested will Vest immediately. The proportion of each Share Award which shall Vest shall be determined by the Board at its absolute discretion taking into account such factors as the Board may consider relevant including but not limited to whether any condition imposed under Rule 7.1.
Alternatively, the Board may decide that a Share Award held by the Share Award Holder which has not yet Vested will continue until the normal time of Vesting in which case any condition imposed under Rule 7.1 shall be considered at the time of Vesting.
Unless the Board in its absolute discretion decides otherwise (and irrespective of the time at which the Board has determined that the Share Award will Vest under this Rule 12.1), the number of Plan Shares which Vest will be reduced pro rata to reflect the number of whole months from the Share Award Date until the date of death as a proportion of the original Vesting Period.
In the case of an Option, if a Share Award Holder dies, his personal representatives (having established title to the satisfaction of the Company) shall be entitled to exercise the Vested proportion of his Option (whether Vested under this Rule or otherwise) at any time during the 12 month period following death or, if later, following Vesting or, in either case, during such other longer period as the Board determines. The Option shall lapse at the end of such period.
If a Share Award Holder ceases to be in Relevant Employment by reason of:
injury, ill-health or disability evidenced to the satisfaction of the Board;
any Share Award held by him which has not Vested will continue until the normal time of Vesting and any condition imposed under Rule 7.1 shall be considered at the time of Vesting.
Alternatively, the Board may decide that a Share Award will Vest immediately in which case the proportion of the Share Award which shall Vest will be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, any condition imposed under Rule 7.1.
Unless the Board in its absolute discretion decides otherwise (and irrespective of the time at which the Board has determined that the Share Award will Vest under this Rule 12.2), the number of Plan Shares which Vest will be reduced pro rata to reflect the number of whole months from the Award Date until the date of cessation of Relevant Employment as a proportion of the original Vesting Period.
In the case of an Option, the Share Award Holder shall be entitled to exercise the Vested proportion of his Option (whether Vested under this Rule or otherwise) at any time during the period ending 6 months after the cessation of Relevant Employment or, if later, following Vesting or, in either case, during such other longer period as the Board determines. The Option shall lapse at the end of such period.
If a Share Award Holder ceases to be in Relevant Employment as a result of summary dismissal, any Share Award granted to the Share Award Holder shall lapse on the earlier of the date the Share Award Holder ceases to be in Relevant Employment and the date of the determination to dismiss the Share Award Holder summarily.
If it is proposed that a Share Award Holder, while continuing to be in Relevant Employment, should work in a country other than the country in which he is currently working and, by reason of the change, the Share Award Holder would:
his Share Award may, at the absolute discretion of the Board, Vest immediately either in full or to the extent determined by the Board in its absolute discretion and subject to such conditions as it may require taking into account such factors as the Board may consider relevant including, but not limited to, the period of time the relevant Share Award has been held and the extent to which any condition imposed under Rule 7.1 has been met. Where the Share Award is an Option and has become Vested pursuant to this Rule 12.3, the Share Award Holder may exercise his Vested Option at any time during the period beginning 3 months before the proposed date of his transfer and ending 3 months after the date of his actual transfer. If not so exercised, the Option shall not lapse but shall cease to be treated as having Vested and shall continue in force in accordance with the Rules.
For the purposes of the Plan, a Share Award Holder shall not be treated as ceasing to be in Relevant Employment until he no longer holds any office or employment with any Group Member. In addition, unless the Board otherwise decides a Share Award Holder shall not be treated as so ceasing if within 7 days he recommences employment or becomes an office holder with any Group Member.
The Board may determine that a Share Award Holder will be treated as ceasing to be in Relevant Employment when he gives or receives notice of termination of his employment (whether or not lawful).
In the case of an Option:
Subject to Rule 14, where a person obtains Control of the Company as a result of making an offer to acquire Plan Shares, Share Awards shall Vest on the date the person obtains Control as set out below.
The proportion of a Share Award which shall Vest will be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the time the Share Award has been held by the Share Award Holder and having regard to any condition imposed under Rule 7.1.
In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 13.1 or otherwise) may be exercised at any time during the period of 6 months (or, if the Board determines a longer period shall apply, that period) beginning with the time when the person making the offer has obtained Control. The Option shall lapse at the end of such period unless the Board determines that a longer period for exercise shall apply, in which case the Option shall continue in force until the end of such extended period or until it otherwise lapses in accordance with the Rules.
If the extent of Vesting of a Share Award which Vests under this Rule 13.1 has been reduced by the Board to reflect the period of time that the Share Award has been held by the Share Holder, the Board may determine that Rule 14 shall apply to the proportion of the Share Award reflecting such reduction which has not Vested.
Subject to Rule 14, if a person becomes entitled or bound to acquire shares in the Company under sections 979 to 982 of the Companies Act 2006, Share Awards shall Vest as set out below.
The proportion of a Share Award which shall Vest will be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the time the Share Award has been held by the Share Award Holder and having regard to any condition imposed under Rule 7.1.
In the case of Option, the Vested proportion of the Option (whether Vested under this Rule 13.2 or otherwise) may be exercised at any time during the period beginning with the date the person serves a notice under section 979 and ending 7 clear days before the date on which the person ceases to be entitled to serve such a notice. The Option shall lapse at the end of the 7 days.
If the extent of Vesting of a Share Award which Vests under this Rule 13.2 has been reduced by the Board to reflect the period of time that the Share Award has been held by the Share Award Holder, the Board may determine that Rule 14 shall apply to the proportion of the Share Award reflecting such reduction which has not Vested.
Subject to Rule 14, if a person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 Share Awards shall Vest on the date of the court sanction as set out below.
The proportion of a Share Award which shall Vest will be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the time the Share Award has been held by the Share Award Holder and having regard to any condition imposed under Rule 7.1.
In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 13.3 or otherwise) may be exercised at any time during the period of 6 months from the compromise or arrangement being sanctioned by the court The Option shall lapse at the end of such period.
If the extent of Vesting of a Share Award which Vests under this Rule 13.3 has been reduced by the Board to reflect the period of time that the Share Award has been held by the Share Award Holder, the Board may determine that Rule 14 shall apply to the proportion of the Share Award reflecting such reduction which has not Vested.
If notice is given of a resolution for the voluntary winding-up of the Company, Share Awards shall Vest on the date notice is given.
The proportion of a Share Award which shall Vest will be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the time the Share Award has been held by the Share Award Holder and having regard to any condition imposed under Rule 7.1.
In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 13.4 or otherwise) may be exercised at any time during the period of 6 months from the date of the notice or, if earlier, on completion of the winding up. The Option shall lapse at the end of such period.
The Board may determine that Share Awards Vest if it becomes aware that the Company will be affected by a demerger, distribution (which is not an ordinary dividend) or other transaction not otherwise covered by the Rules.
The proportion of a Share Award which shall Vest will be determined by the Board in its absolute discretion and subject to such conditions as it may require taking into account such factors as the Board may consider relevant including, but not limited to, the time the Share Award has been held by the Share Award Holder and having regard to any condition imposed under Rule 7.1.
In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 13.5 or otherwise) may be exercised at any time during a period as shall be determined by the Board. The Option shall lapse at the end of such period.
If the extent of Vesting of a Share Award which Vests under this Rule 13.5 has been reduced by the Board to reflect the period of time that the Share Award has been held by the Share Award Holder, the Board may determine that Rule 14 shall apply to the proportion of the Share Award reflecting such reduction which has not Vested.
For the purpose of Rule 13 a person shall be deemed to have obtained Control of the Company if he and others Acting In Concert with him have together obtained Control of it.
For the purposes of this Rule 13, any reference to the Board shall be taken to be a reference to those individuals who were members of the Board immediately before the event by virtue of which this Rule 13 applies.
The Board shall, as soon as reasonably practicable, notify each Share Award Holder of the occurrence of any of the events referred to in this Rule 13 and explain how this affects his position under the Plan.
Where the Board is aware that an event is likely to occur under Rule 13:
the Board may, in its absolute discretion and by notice in writing to all Share Award Holders, declare that all Share Awards that are expected to Vest as a result of the relevant event shall Vest (and in the case of any such Share Award which is an Option, shall be exercisable) in accordance with Rule 13 during such period prior to the relevant event as determined by the Board.
A Share Award will not Vest under Rule 13 but will be exchanged for a new award (New Share Award) under this Rule to the extent that:
The following applies in respect of the New Share Award:
Notwithstanding any other provision of the Rules, a Share Award shall lapse on the earliest of:
In the event of a Reorganisation, the number of Plan Shares subject to a Share Award which is an Option or a Conditional Share Award, the description of the Plan Shares, the Award Price, or any one or more of these, shall be adjusted in such manner as the Board shall determine.
In the case of Restricted Shares, subject to the relevant Restricted Share Agreement, the Share Award Holder shall have the same rights as any other shareholder in respect of Restricted Shares in the event of a Reorganisation. Any shares, securities or other rights allotted to a Share Award Holder for no consideration or with the proceeds of sale of such rights (but not with new consideration provided by the Share Award Holder) as a result of such Reorganisation shall be treated as if they were awarded to the Share Award Holder at the same time as the Restricted Shares in respect of which the rights were conferred and subject to the Rules and the terms of the Restricted Share Agreement.
No adjustment shall be made to the Award Price which would result in the Plan Shares subject to an Option or Conditional Share Award being issued at a price per Plan Share lower than the nominal value of a Plan Share except where the Board puts in place arrangements to pay up the nominal value at the date of issue of the Plan Shares (or the difference between the adjusted Award Price and the nominal value as the case may be).
The Board shall, as soon as reasonably practicable, notify each Share Award Holder of any adjustment made under this Rule 16 and explain how this affects his position under the Plan.
Unless the Share Award Holder discharges any liability that may arise himself, the Company or any Group Member or former Group Member (as the case may be) may withhold such amount, or make such other arrangements as it may determine appropriate, for example to sell or withhold Plan Shares, to meet any liability to taxes or social security contributions in respect of Share Awards, including where applicable, Employer's NIC transferred under Rule 17.2. The Share Award Holder will be responsible for all taxes, social security contributions and other liabilities arising in respect of the Share Award Holder's Share Awards.
The Board may, at its discretion and to the extent permitted by law, require the Share Award Holder to pay all or any part of the Employer's NIC in relation to a Share Award under the Plan.
The Board may require a Share Award Holder to execute a document in order to bind himself contractually to any such arrangement as is referred to in Rules 17.1 and 17.2 and return the executed document to the Company by a specified date. It shall be a condition of Vesting and where applicable exercise of the Share Award that the executed document be returned by the specified date unless the Board determines otherwise.
The Board may, at its discretion, determine that an Option may not be exercised and/or the Plan Shares subject to a Conditional Share Award and/or the Plan Shares the subject of an Award comprising Restricted Shares may not be issued or transferred to the Share Award Holder (or for his benefit) unless the Share Award Holder has beforehand signed an election under Chapter 2 of Part 7 of ITEPA 2003 and/or section 165 of the Taxation of Chargeable Gains Act 1992 or entered into broadly similar local arrangements.
Except as set out in Rule 3.10 (Restricted Shares), all Plan Shares issued or transferred under the Plan shall, as to voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, rank equally in all respects and as one class with the shares of the same class in issue at the date of issue or transfer save as regards any rights attaching to such Plan Shares by reference to a record date prior to the date of such issue or transfer.
If and so long as Plan Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for the listing and admission to trading of any Plan Shares issued under the Plan as soon as reasonably practicable.
Notwithstanding any other provision of the Plan:
By accepting the grant of a Bonus Award and/or Share Award, a Participant or Share Award Holder is deemed to have agreed to the provisions of these Rules, including this Rule 19.
The Board shall be responsible for, and shall have the conduct of, the administration of the Plan. The Board may from time to time make, amend or rescind regulations for the administration of the Plan provided that such regulations shall not be inconsistent with the Rules.
The decision of the Board shall be final and binding in all matters relating to the Plan, including but not limited to the resolution of any dispute concerning, or any inconsistency or ambiguity in the Rules or any document used in connection with the Plan.
All Bonus Awards, Cash Bonuses and Share Awards shall be granted entirely at the discretion of the Board.
A Participant or Share Award Holder shall provide to the Company or any Group Member as soon as reasonably practicable such information as the Company reasonably requests for the purpose of complying with its obligations under section 421J of ITEPA 2003 or similar requirements of local tax legislation.
The cost of introducing and administering the Plan shall be met by the Company. The Company shall be entitled, if it wishes, to charge an appropriate part of such cost or the costs of a Bonus Award, Cash Bonus and Share Award to a Subsidiary.
The personal data of any Eligible Employee, Participant, Share Award Holder or former Share Award Holder may be processed in connection with the operation of the Plan in accordance with the Group's prevailing data protection policy and as notified to Eligible Employees in accordance with the GDPR. By participating in the Plan, a Participant consents (otherwise than for the purposes of the GDPR) to the processing of their personal data in connection with the operation of the Plan
Nothing in these Rules confers any benefit, right or expectation on a person who is not a Participant or Share Award Holder. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of these Rules.
Subject to Rules 21.2 and 21.3, the Board may from time to time amend the Rules (including, for the purposes of establishing a sub-plan for the benefit of employees located overseas).
Without the prior approval of the Company in general meeting, an amendment may not be made for the benefit of existing or future Participants or Share Award Holders to the Rules relating to:
except for:
An amendment may not materially adversely affect the rights of an existing Participant or Share Award Holder except:
Save as provided for by law, any notice, document or other communication given by, or on behalf of, the Board or to any person in connection with the Plan shall be deemed to have been duly given if delivered to him at his place of work, if he is in Relevant Employment, if sent by e-mail to such e-mail address as may be specified by him from time to time or, in the case of a Participant or Share Award Holder who remains in Relevant Employment, to such e-mail address as is allocated to him by any Group Member, or sent through the post in a pre-paid envelope to the postal address last known to the Company to be his address and, if so sent, shall be deemed to have been duly given on the date of posting.
Save as provided for by law, any notice, document or other communication so sent to a Participant or Share Award Holder shall be deemed to have been duly given notwithstanding that such Participant or Share Award Holder is then deceased (and whether or not the Company has notice of his death) except where his personal representatives have established title to the satisfaction of the Company and supplied to the Company an e-mail or postal address to which notices, documents and other communications are to be sent.
Save as provided for by law any notice, document or other communication given to the Board (or any relevant person appointed by the Board) in connection with the Plan shall be delivered by hand or sent by email, fax or post to the Company Secretary (or any relevant person appointed by the Board) at the Company's registered office (or such other e-mail or postal address as may from time to time be notified to Participants and Share Award Holders) but shall not in any event be duly given unless it is actually received at the registered office or such e-mail or postal address.
The formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any term of the Plan and any Bonus Award and/or Share Award granted under it shall be governed by English law.
The English courts shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan.
The jurisdiction agreement contained in this Rule 23 is made for the benefit of the Company only, which accordingly retains the right to bring proceedings in any other court of competent jurisdiction.
By accepting the grant of a Bonus Award and/or Share Award, a Participant or Share Award Holder is deemed to have agreed to submit to such jurisdiction.
In this Plan, unless the context otherwise requires, the following words and expressions have the following meanings:
Acting In Concert has the meaning given to that expression in The City Code on Takeovers and Mergers in its present form or as amended from time to time;
Award Date means the date on which a Share Award is granted in accordance with Rule 3.1;
Award Price means the amount (if any), expressed either as an amount per Plan Share or a total amount, payable in respect of the exercise of an Option 0r Vesting of a Conditional Share Award or for the acquisition of Restricted Shares under a Restricted Share Agreement, determined in accordance with Rule 6;
Board means, subject to Rule 13.7, the board of directors of the Company or a duly authorised committee of it or a person duly authorised by the board of directors of the Company or such committee;
Bonus means value which may be provided to the Eligible Employee in the form of a Cash Bonus and Share Award if the Performance Targets and/or any other conditions applicable to it are satisfied;
Bonus Award means a conditional right of a Participant to receive a Bonus;
Bonus Award Certificate means a statement in a form, which may include an electronic form, determined by the Company setting out details of the Bonus Award;
Cash Bonus means a cash payment made in respect of a Bonus Award;
Company means MJ Gleeson plc incorporated in England and Wales under company number 09268016;
Conditional Share Award means a conditional right under the Plan to acquire Plan Shares;
Control has the meaning given to it by section 995 of ITA 2007;
Dealing Day means any day on which the London Stock Exchange is open for the transaction of business;
Dealing Restrictions means any restrictions imposed by legislation, regulation or any other code or guidance on share dealing with which the Company seeks to comply;
Directors' Remuneration Policy has the meaning given to it by section 422A(6) of the Companies Act 2006;
Eligible Employee means an individual who at the date the Bonus Award is an employee of a Group Member;
Employees' Share Scheme has the meaning set out in section 1166 of the Companies Act 2006;
Employer's NIC means employer's secondary class 1 National Insurance contributions liability or any local equivalent;
Executive Director means a full-time director of MJ Gleeson plc;
Exercise Period means the period set by the Board on the Award Date during which an Option may be exercised, ending no later than the 10th anniversary of the Award Date;
Financial Conduct Authority means the "competent authority" as that expression is defined in Part VI of the Financial Services and Markets Act 2000;
Financial Year means the financial year of the Company;
Gain means the difference between (i) the Market Value of a Plan Share on the date of exercise of an Option and (ii) the Award Price, multiplied by the number of Plan Shares in respect of which the Option is being exercised;
Group means the Company and its Subsidiaries from time to time and Group Member shall be interpreted accordingly;
HMRC means Her Majesty's Revenue & Customs;
Holding Period means the period (if any) specified under paragraph 8 of Rule 3.2 (commencing from the Vesting Date of the relevant Share Award) during which the restrictions contained in Rule 11 apply;
ITA 2007 means the Income Tax Act 2007;
ITEPA 2003 means the Income Tax (Earnings and Pensions) Act 2003;
London Stock Exchange means the London Stock Exchange plc or any successor body;
Market Value on any day means:
Official List means the list maintained by the Financial Conduct Authority in accordance with section 74(1) of the Financial Services and Markets Act 2000 for the purposes of Part VI of the Act;
Option means a right to acquire Plan Shares granted under the Plan;
Participant means an employee of a Group Member who has been selected to participate in the Plan and to whom a Bonus Award has been granted;
Performance Target means a performance target imposed in relation to a Bonus Award under Rule 1.7;
Plan means the MJ Gleeson plc Annual and Deferred Bonus Plan as amended from time to time;
Plan Shares means ordinary shares in the capital of the Company (or any shares representing them);
Regulatory Information Service means a service that is approved by the Financial Conduct Authority on meeting the Primary Information Provider criteria and is on the list of Regulatory Information Services maintained by the Financial Conduct Authority (or any overseas equivalent);
Relevant Employment means employment with any Group Member;
Reorganisation means any variation in the share capital of the Company, including but without limitation a capitalisation issue, rights issue, demerger or other distribution, a special dividend or distribution, rights offer or bonus issue and a subdivision, consolidation or reduction in the capital of the Company;
Restricted Shares means Shares where the Share Award Holder is the beneficial owner of the Plan Shares from the Award Date subject to the Restricted Share Agreement;
Restricted Share Agreement means the agreement referred to in Rule 3.10;
Rules mean the rules of the Plan;
Share Award means an Option, a Conditional Share Award or Restricted Shares granted under the Plan;
Share Award Certificate means a statement in a form, which may include an electronic form, determined by the Company setting out details of the Share Award determined in accordance with Rule 3.2;
Share Award Holder means an individual who holds a Share Award or, where the context permits, his legal personal representatives. Where relevant, Share Award Holder(s) shall include reference to former Share Award Holder(s);
Subsidiary has the meaning set out in section 1159 of the Companies Act 2006;
Trustees means the trustees of any trust created by a Group Member which, when taken together with the Plan, constitutes an Employees' Share Scheme;
Vesting Period means the period from the Award Date to the normal date of Vesting.
In the Plan, unless otherwise specified:
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