Remuneration Information • Mar 31, 2023
Remuneration Information
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Approved by shareholders of the Company on [23 May] 2023
Adopted by the Board of The Company on [23 May] 2023
The Plan is a discretionary benefit offered by The Restaurant Group plc for the benefit of its employees. Its main purpose is to increase the interest of the employees in the Company's long term business goals and performance through share ownership.
Shares purchased or received under the Plan, any cash received under the Plan and any gains obtained under the Plan are not part of salary for any purpose (except to any extent required by statute).
The remuneration committee of the Board of The Restaurant Group plc shall have the right to decide, in its sole discretion, whether or not further awards will be granted in the future and to which employees those awards will be granted.
The detailed rules of the Plan are set out overleaf.
| Rule | Page | |
|---|---|---|
| 1. | DEFINITIONS AND INTERPRETATION 3 | |
| 2. | ELIGIBILITY 5 | |
| 3. | GRANT OF AWARDS 6 | |
| 4. | LIMITS 8 | |
| 5. | VESTING OF AWARDS 9 | |
| 6. | CONSEQUENCES OF VESTING FOR CONDITIONAL AWARDS11 | |
| 7. | EXERCISE OF OPTIONS 11 | |
| 8. | CASH ALTERNATIVE 12 | |
| 9. | LAPSE OF AWARDS 13 | |
| 10. | LEAVERS 14 | |
| 11. | CORPORATE EVENTS 15 | |
| 12. | MALUS AND CLAWBACK17 | |
| 13. | ADJUSTMENT OF AWARDS20 | |
| 14. | ALTERATIONS 20 | |
| 15. | MISCELLANEOUS 21 |
1.1 In the Plan, unless the context otherwise requires:
"Adoption Date" means the date on which the Plan is approved by shareholders of the Company and adopted by a resolution of the Board;
"Annual Bonus Scheme" means The Restaurant Group Bonus Scheme or any other bonus scheme established by the Company from time to time;
"Award" means a Conditional Award or an Option;
"Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person;
"Bonus" means the amount of any discretionary annual bonus to which an Eligible Executive may become entitled under the Annual Bonus Scheme;
"Clawback" means the reduction of elements of an individual's compensation and/or the obligation to repay amounts to a Group Member by an individual in accordance with Rule 12 (Malus and Clawback) in such manner and for such amounts as the Committee determines to be appropriate;
"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 11 (Corporate events), the remuneration committee of the Board as constituted immediately before such event occurs;
"Company" means The Restaurant Group plc (incorporated in Scotland under company number SC030343);
"Conditional Award" means a conditional right to acquire Shares granted under the Plan;
"Control" means control within the meaning of section 719 of ITEPA;
"Dealing Restriction" means any restriction on the dealing in Shares, whether direct or indirect, pursuant to any law, regulation, code or enactment in England and Wales and/or the jurisdiction in which the Participant is resident, or any share dealing code of the Company;
"Early Vesting Date" means the date of an event following which an Award may Vest (and in the case of an Option, be exercised) before the Normal Vesting Date, being either:
"Eligible Executive" means any person who is either:
(a) an employee (including an executive director) of a Group Member; or
(b) a former employee (including an executive director) of a Group Member;
"Employees' Share Scheme" has the meaning given by section 1166 of the Companies Act 2006;
"Financial Year" means the financial year of the Company within the meaning of section 390 of the Companies Act 2006;
"Grant Date" means the date on which an Award is granted;
"Group" means the Company and its Subsidiaries from time to time and the expression "Group Member" shall be construed accordingly;
"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;
"Listing Rules" means the Listing Rules published by the United Kingdom Listing Authority as amended from time to time;
"London Stock Exchange" means London Stock Exchange plc or any successor thereto;
"Malus" means the reduction or forfeiture of an Award prior to its Vesting in accordance with Rule 12 (Malus and Clawback) in such manner and for such amounts as the Committee determines to be appropriate;
"Market Value" means in relation to a Share on any day:
"Normal Vesting Date" means the third anniversary of the Grant Date or such other date or dates specified by the Committee at the Grant Date as the normal vesting date;
"Option" means a right to acquire Shares granted under the Plan;
"Option Price" means the amount, if any, payable on the exercise of an Option;
"Participant" means a person who holds or has held an Award including his personal representatives;
"Plan" means The Restaurant Group Deferred Share Bonus Plan as amended from time to time;
"Pre-Clawback Vesting Amount" means the sum arrived at by:
"Rule" means a rule of the Plan;
"Shares" means fully paid ordinary shares in the capital of the Company;
"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006);
"Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member (including any former Group Member) would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;
"UKLA" means the United Kingdom Listing Authority;
"Vest" means in relation to a Conditional Award the Shares in respect of the Award are released to the Participant in accordance with the provisions of this Plan, and in relation to an Option the Award becomes exercisable in accordance with the provisions of this Plan (and "Vesting", "Vested" and "Unvested" shall be construed accordingly); and
"Vested Shares" means those Shares in respect of which an Award Vests.
Subject to Rule 3.7 (Timing of grant), Rule 3.8 (Approvals and consents) and Rule 4 (Limits), the Committee may resolve to grant an Award:
to any person who is eligible to be granted an Award under Rule 2 (Eligibility).
On or before the Grant Date, the Committee shall determine whether an Award will be a Conditional Award or an Option. If the Committee does not specify the type of an Award on or before the Grant Date then an Award will be an Option with a nil Option Price.
In the case of an Option, the Committee shall determine the Option Price (if any) on or before the Grant Date provided that the Committee may reduce or waive such Option Price on or prior to the exercise of the Option.
The Committee may grant an Award in respect of such portion of an Eligible Executive's Bonus in respect of a Financial Year, as it shall determine in its absolute discretion. Such determination shall be made prior to any Eligible Executive having an unconditional right to payment of his Bonus in respect of that Financial Year.
The number of Shares which shall be subject to an Award ("X") shall be the number resulting from the following formula:
where:
'BA' means such amount of an Eligible Executive's Bonus as the Committee has determined should be granted as an Award in respect of a Financial Year which, unless the Committee determines otherwise in relation to a Financial Year, shall be 50% of such Bonus (before any deduction of income tax and social security contributions (employee and employer));
'AMV' is the average of the Market Value for a Share on such period of 5 (or fewer) consecutive dealing days selected by the Committee, commencing not earlier than the dealing day following the date on which the Company announces its annual results for the preceding Financial Year and ending not later than the Grant Date; and
'X'shall be rounded down to the nearest whole number of Shares if the formula gives a number of Shares which is not a whole number.
An Award shall be granted by deed executed on behalf of the Company.
No amount shall be paid by an individual for the grant of an Award.
Unless specified to the contrary by the Committee on the Grant Date, an Award may be satisfied:
The Committee may decide to change the way in which it is intended that an Award granted as an Option or a Conditional Award may be satisfied after it has been granted, having regard to the provisions of Rule 4 (Limits).
Subject to Rule 3.8 (Approvals and consents), an Award may be granted in the period of 42 days following:
(e) at any other time when the Committee considers that circumstances are sufficiently exceptional to justify its grant,
but an Award may not be granted after the tenth anniversary of the Adoption Date.
The grant of any Award shall be subject to obtaining any approval or consent required under the Listing Rules, any Dealing Restrictions, the City Code on Takeovers and Mergers, or any other relevant UK or overseas regulation or enactment.
An Award granted to any person:
An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.3) in the period of 10 calendar years ending with that calendar year under the Plan and under any other executive share plan adopted by the Company to exceed such number as represents 5 per cent. of the ordinary share capital of the Company in issue at that time.
An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.3) in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.
For the purposes of Rules 4.1 and 4.2:
employee share plan shall count as allocated unless they are already treated as allocated under this Rule.
For the purposes of Rule 4.3:
the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as allocated; and
(b) the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.
Treasury Shares shall cease to count as allocated Shares for the purposes of Rules 4.3 and 4.4 if institutional investor guidelines cease to require such Shares to be so counted.
Any Award shall be limited and take effect so that the limits in this Rule 4 are complied with.
No Shares may be issued or treasury Shares transferred to satisfy the exercise of any Option or the Vesting of any Conditional Award to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 4.3 and adjusted under Rule 4.4) to exceed the limits in Rules 4.1 (5 per cent. in 10 years limit) and 4.2 (10 per cent. in 10 years limit) except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.
Subject to Rule 5.2 (Restrictions on Vesting), Rule 5.5 (Suspension or investigation for a disciplinary matter) and Rule 12 (Malus and Clawback) an Award will become Vested on the Normal Vesting Date, except where earlier Vesting occurs on an Early Vesting Date under Rule 10 (Leavers) or Rule 11 (Corporate events).
An Award will not Vest unless and until the following conditions are satisfied:
If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the Participant will be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares subject to his Award on his behalf to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability and the number of Shares subject to his Award shall be reduced accordingly.
The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting of his Award on his behalf to ensure that any relevant Group Member receives the amount required to discharge the Tax Liability which arises on Vesting except to the extent that he agrees to fund all or part of the Tax Liability in a different manner.
Notwithstanding any other provision of the Plan, if, at any time before an Award Vests, a Participant is suspended for a disciplinary matter or is the subject of an investigation into a disciplinary matter, then the Committee in its absolute discretion, following consultation with the relevant Group Member, may determine that the Vesting of any Award shall be suspended until such time as the Committee lifts such suspension and exercises its discretion to Vest the Award or otherwise reduce the Award (to nil if the Committee considers that to be appropriate).
On or as soon as reasonably practicable after the Vesting of a Conditional Award, the Board shall, subject to Rule 5.4 (Payment of Tax Liability) and any arrangement made under Rules 5.2(b) and/or 5.2(c) (Restrictions on Vesting), transfer or procure the transfer of or, if appropriate, allot to him the Vested Shares to the Participant (or a nominee for him).
An Award in the form of an Option shall, subject to Rules 5.1 (Timing of Vesting), 7.2 (Dealing Restrictions) and 7.3 (Restrictions on the exercise of an Option), be exercisable in respect of Vested Shares in the following periods:
If, during the period in which an Option may otherwise be exercised under the Plan, the Participant is subject to any Dealing Restrictions, the applicable period shall be suspended until such later date as those Dealing Restrictions lift provided that no Option may be exercised more than 10 years after its Grant Date.
A Vested Award in the form of an Option may not be exercised unless the following conditions are satisfied:
charge on restricted securities) or any similar arrangement in any overseas jurisdiction; and
(e) where the Committee requires, the Participant confirms before the exercise of the Option that he remains bound by the provisions of Rule 12 (Malus and Clawback).
An Option may be exercised in whole or part and in separate tranches unless, to facilitate the easier administration of the Plan, the Committee decides to impose a minimum number of Shares over which an Option may be exercised if it is not being exercised to the maximum extent possible and/or a maximum number of tranches in which it may be exercised.
The exercise of any Option shall be effected in the form and manner prescribed by the Board. Unless the Board, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 7.3 (Restrictions on the exercise of an Option), take effect only when the Company receives it, together with payment of any relevant Option Price (or, if the Board so permits, an undertaking to pay that amount).
The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following exercise of his Option on his behalf to ensure that any relevant Group Member receives the amount required to discharge the Tax Liability which arises on such exercise except to the extent that he agrees to fund all or part of the Tax Liability in a different manner.
As soon as reasonably practicable after an Option has been exercised, the Company shall, subject to Rule 7.6 (Payment of Tax Liability) and any arrangement made under Rules 7.3(b) and/or 7.3(c) (Restrictions on the exercise of an Option), transfer or procure the transfer to him (or a nominee for him) or, if appropriate, allot to him (or a nominee for him) the number of Shares in respect of which the Option has been exercised.
Where a Conditional Award Vests or an Option has been exercised and Vested Shares have not yet been allotted or transferred to the Participant (or his nominee), the Committee may determine that, in substitution for his right to acquire such number of Vested Shares as the Committee may decide (but in full and final satisfaction of his right to acquire those Shares), he shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 8.2) of that number of Shares in accordance with the following provisions of this Rule 8.
The Committee may not make any such determination where the power to do so would result in a Tax Liability for the Participant in relation to the Award at an earlier time than would otherwise be the case (unless the Committee determines when the Award is granted that this restriction shall not apply) nor where such power would cause the grant of the Award to be unlawful in any jurisdiction.
For the purpose of this Rule 8, the 'cash equivalent' of a Share is:
Subject to Rule 8.4 (Share alternative), as soon as reasonably practicable after the Committee has determined under Rule 8.1 that a Participant shall be paid a sum in substitution for his right to acquire any number of Vested Shares:
If the Committee so decides, the whole or any part of the sum payable under Rule 8.3 shall, instead of being paid to the Participant in cash, be applied on his behalf:
and the Company shall allot or transfer to him (or his nominee) or procure the transfer to him (or his nominee) of the Shares so subscribed for or purchased.
There shall be deducted from any payment under this Rule 8 such amounts (on account of tax or similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable.
An Award will lapse:
Subject to Rules 10.3 and 10.4, if a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date then he shall retain the Award and it shall Vest (to the extent it has not already Vested) on the Normal Vesting Date, and in the case of an Option, the period for exercise will be 12 months from the Normal Vesting Date and (subject to earlier lapse under Rule 11 (Corporate events)) the Option will lapse at the end of that period,
UNLESS the Committee decides in exceptional circumstances that the date of cessation will be an Early Vesting Date, and in the case of an Option, the period of exercise will be 12 months from the Early Vesting Date, or such shorter period determined by the Board (subject to earlier lapse under Rule 11 (Corporate events)), and the Option will lapse at the end of that period.
Subject to Rules 10.3 and 10.4, where a Participant ceases to be a director or employee of a Group Member on or after the Normal Vesting Date and he holds either an Unvested Award (due to the operation of Rule 5.2) or a Vested but unexercised Option then, subject to earlier lapse under Rule 7.1 (Period of exercise) or Rule 11 (Corporate events), either:
If a Participant ceases to be a director or employee of a Group Member and the cessation is as a result of summary dismissal or service of notice of termination of office or employment on the grounds of gross misconduct (or cessation occurs where there are circumstances which the Committee determines would have justified dismissal on such grounds) then any Awards then held by him (whether Unvested or Vested but unexercised) shall lapse immediately on such cessation.
Any subsisting Award held by the Participant that has not lapsed shall Vest immediately on the Participant's death. An Option may be exercised (by the Participant's personal representatives) during a period of 12 months from the date of the Participant's death and shall lapse at the expiry of such period.
Where a Participant dies during an exercise period pursuant to Rules 10.1 or 10.2 an Option shall not lapse as a result of such Rule until the expiry of the 12 month period in this Rule 10.4.
Subject to Rule 10.3 (Misconduct), where a Participant ceases to hold office or employment with any Group Member following an event referred to in Rules 11.1 to 11.3 (inclusive), an Option shall not lapse pursuant to this Rule 10 until the expiry of the relevant exercise period specified in Rule 11 (Corporate events).
A Participant shall be treated for the purposes of this Rule 10 as ceasing to be a director or employee of a Group Member at such time as he is no longer a director or employee of any Group Member.
If any Participant ceases to be such a director or employee before the Vesting of his Award in circumstances where he retains a statutory right to return to work then he shall be treated as not having ceased to be such a director or employee until such time (if at all) as he ceases to have such a right to return to work.
If any person (or group of persons acting in concert):
then, subject to Rule 11.4 (Internal reorganisations) the following provisions shall apply:
In the event of:
(c) on the Court making an order for the compulsory winding up of the Company
subject to Rule 11.4 (Internal reorganisations) the following provisions shall apply:
but to the extent that an Option is not exercised within that period, that Option shall (regardless of any other provision of the Plan, other than earlier lapse under Rule 7.1 (Period of exercise) or Rule 10 (Leavers)) lapse at the end of that period.
If the Board considers it appropriate in connection with a scheme of arrangement as referred to in Rule 11.2(a), it may make such arrangements as it considers appropriate for Awards to Vest and for Options to be exercised following sanction of the scheme of arrangement by the Court but before the change of Control or transfer becomes effective.
Without prejudice to Rule 13 (Adjustment of Awards), if a demerger, special dividend or other similar event (the "Relevant Event") is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may, at its discretion, decide that the following provisions will apply:
In the event that:
(a) a company (the "Acquiring Company") is expected to obtain Control of the Company or substantially all of the assets of the Company as a result of an offer referred to in Rule 11.1 (General offers) or a scheme of arrangement referred to in Rule 11.2(a) (Schemes of arrangement and winding up); and
(b) the Committee, acting fairly and reasonably, considers that, in its opinion, the change of Control is an internal reconstruction or reorganisation under which the ultimate Control of the Company is expected to be held by, in the reasonable opinion of the Committee, substantially the same persons who immediately before the obtaining of Control of the Company were shareholders in the Company
then the Committee, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shall not Vest under Rule 11.1 or Rule 11.2(a) but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is equivalent to the Award it replaces except that it will be over shares in the Acquiring Company or some other company.
The Rules will apply to any new award granted under this Rule 11.4 as if references to Shares were references to shares over which the new award is granted and references to the Company were references to the company whose shares are subject to the new award.
For the purposes of this Rule 11, a person shall be deemed to have Control of the Company where he and any others "acting in concert" (as defined in the City Code on Takeovers and Mergers) with him together have Control of the Company.
The Committee may decide
if both:
The Committee shall not be obliged to prefer the application of Malus over Clawback or vice versa.
The circumstances which may give rise to the application of Malus under this Rule 12 are those in Rules (a) to (e) below and which may give rise to the application of Clawback under this Rule 12 are those in Rules (a), (b), (c) and (e) below:
(a) the Committee forms the view that the Company materially misstated its financial results for whatever reason and that such misstatement resulted either directly or indirectly in that Award being granted or Vesting to a greater degree than would have been the case had that misstatement not been made; or
If the Committee decides to apply Malus, it may lapse any Unvested Awards in whole or part as it considers proportionate. If the Committee concludes that there may be circumstances existing which may lead to this provision being applied, it may defer the Vesting of an Award for up to 12 months while the position is investigated and the Committee considers whether to invoke this provision.
The amount which may be subject to Clawback on any occasion will be such proportion of the Pre-Clawback Vesting Amount as the Committee considers to be fair and reasonable having regard to all the circumstances.
In order to ensure that the Clawback is satisfied:
and any reduction made pursuant to Rule 12.4(b)(i) and/or Rule 12.4(b)(ii) shall take effect immediately prior to the Award Vesting or the right vesting or becoming exercisable (as applicable) (or at such other time as the Committee decides) and any reduction made pursuant to Rule 12.4(b)(iii) and/or Rule 12.4(b)(iv) shall take effect at such time as the Committee decides; and/or
(c) the Committee may require the relevant individual to pay to such Group Member as the Committee may direct, and on such terms as the Committee may direct (including, but without limitation to, on terms that the relevant amount is to be deducted from the relevant individual's salary or from any other payment to be made to the relevant individual by any Group Member), such amount as is required for the Clawback to be satisfied in full.
The ability to make any reduction pursuant to Rule 12.4(b)(ii) and/or Rule 12.4(b)(iv) shall be subject to terms of the clawback provision in the relevant Employees' Share Scheme.
The Committee may decide at any time to reduce the number of Shares subject to an Award (including, if appropriate, reducing to zero) to give effect to a clawback provision of any form contained in any incentive plan (other than the Plan) or an annual incentive or bonus plan operated by any Group Member. The value of the reduction shall be in accordance with the terms of the clawback provision in the relevant plan or, in the absence of any such term, on such basis as the Committee decides is appropriate.
The Participant by participating in the Plan, accepts that this Rule 12 is a fair, reasonable and not excessive means of aligning his interests with those of shareholders.
In the event of:
the Committee may make such adjustments as it considers appropriate under Rule 13.2 (Method of adjustment).
An adjustment made under this Rule 13 shall be to one or more of the following:
An adjustment under Rule 13.2 may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:
so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.
Except as described in Rule 14.2 (Shareholder approval) and Rule 14.4 (Alterations to disadvantage of Participants) the Committee may at any time alter the Plan or the terms of any Award granted under it.
Except as described in Rule 14.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 14.1 to the provisions concerning:
without the prior approval by ordinary resolution of the members of the Company in general meeting.
Rule 14.2 (Shareholder approval) shall not apply to any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any Group Member.
No alteration to the material disadvantage of Participants shall be made under Rule 14.1 unless:
The rights and obligations of any individual under the terms of his office or employment with any Group Member shall not be affected by his participation in the Plan or any right which he may have to participate in it. An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (and whether or not such termination is lawful or unlawful) insofar as those rights arise or may arise from him ceasing to have rights under an Award as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award does not imply that any further Award will be granted nor that a Participant has any right to receive any further Award.
In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan, the decision of the Committee shall be final and binding upon all persons.
The exercise of any power or discretion by the Committee shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise or omission to exercise any such power or discretion.
The existence of any Awards shall not affect in any way the right or power of the Company or its shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company's capital structure, or any merger or consolidation of the Company, or any issue of shares, bonds, debentures, preferred or prior preference stocks ahead of, or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of the allotment.
Where Vested Shares are transferred to Participants (or their nominee), Participants will be entitled to all rights attaching to such Shares by reference to a record date on or after the date of such transfer.
The Company shall procure that sufficient Shares are available for transfer in satisfaction of Awards that may be exercised.
The Company, or where the Board so directs any Group Member, shall pay the appropriate stamp duty on behalf of a Participant in respect of any transfer of Shares in satisfaction of an Award.
Any notice or other communication under or in connection with the Plan may be given:
In the case of service by post, the day of service will be 48 hours after posting and in the case of electronic communication the day of service will be the day of transmission by the sender.
The Company is not required to send to Participants (other than those who hold Shares) copies of any documents or notices normally sent to the holders of its Shares.
No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.
Benefits provided under the Plan shall not be pensionable.
The basis for any processing of personal information about the Participant under data protection legislation (including the UK General Data Protection Regulation and the Data Protection Act 2018) or any successor laws) is set out in the employee privacy notice which is available on the Company intranet.
The employee privacy notice also contains details about how the Participant's personal information is processed and the Participant's rights in relation to that information. The Participant has a right to view the employee privacy notice.
For the purpose of this Rule 15.10, 'Participant' shall also include any employee eligible to be granted an Award, under Rule 2.
The Plan and all Awards shall be governed by and construed in accordance with the law of England and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.
Nothing in these rules or the terms of any Award will oblige a Group Member or any other person to make any remuneration payment or payment for loss of office which would be in breach of Chapter 4A of Part 10 of the Companies Act 2006 (which requires such payments to be within an approved remuneration policy or otherwise approved by shareholders). The Company will not be obliged to seek the approval of its shareholders in general meeting for any such payment but may make such changes as are necessary or desirable to the terms of any payment to ensure that it is not in breach of that Chapter.
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