Remuneration Information • Apr 17, 2023
Remuneration Information
Open in ViewerOpens in native device viewer
Shareholders' Approval: 28 April 2005 Board of Directors' Adoption: 8 March 2005 Shareholders' Approval to Amendment 13 May 2011 Extended with shareholder approval 19 May 2015 Board Approval to Amendment 14 December 2017 Expiry Date: 18 May 2025 (originally 28 April 2015) Shareholders' Approval to Amendment 18 May 2018 Board Approval to Amendment 7 March 2019 Board Approval to Amendment 5 March 2020 Board Approval to Amendment 20 May 2021 Shareholders' Approval to Schedule 4 19 May 2022
| 1 | Granting Awards 3 | |
|---|---|---|
| 2 | Awards 4 | |
| 3 | Rights of Participants before Release 5 | |
| 4 | Individual limits 5 | |
| 5 | Vesting and Release of Awards 5 | |
| 6 | Consequences of Release 6 | |
| 7 | Clawback 7 | |
| 8 | Leaving employment during the Performance Period 8 | |
| 9 | Variations in share capital, demergers and special distributions 10 | |
| 10 | Takeovers and restructurings11 | |
| 11 | Exchange of Awards 12 | |
| 12 | General 13 | |
| 13 | Changing the Plan and termination 17 | |
| 14 | Definitions 18 | |
| Schedule 1 20 | ||
| 1 | Option Price 20 | |
| 2 | Cash or Share Settled Option 20 | |
| 3 | Consequences of Release for an Option 20 | |
| 4 | Consequences of Takeovers and restructurings for an Option 20 | |
| 5 | Adjustment of Options 20 | |
| 6 | Other ways of satisfying an Option 20 | |
| Schedule 2 22 | ||
| 1 | Holding Period 22 |
| 2 | Consequences of Release 22 | |
|---|---|---|
| 3 | Leaving in exceptional circumstances 22 | |
| 4 | Adjustments of Awards 23 | |
| 5 | Changing the Plan and Termination 24 | |
| 6 | Definitions 24 | |
| 7 | Schedule 1 – options 24 | |
| Schedule 3 25 | ||
| 1 | Definitions 25 | |
| 2 | Eligibility 26 | |
| 3 | Number of Shares granted 26 | |
| 4 | Settlement of Awards 26 | |
| 5 | Dividend equivalents 26 | |
| 6 | Minimum Acquisition Period before which the transfer of property of Shares cannot occur 27 |
|
| 7 | Sale restrictions 27 | |
| 8 | Specific closed periods during which the Shares cannot be disposed of 27 | |
| 9 | Disability 27 | |
| 10 | Death of a Participant 27 | |
| 11 | Adjustment of the Award 28 | |
| 12 | Exchange of Shares during the Sale Restriction Period 28 | |
| 13 | Definitive Delivery of the Shares 28 | |
| 14 | Voluntary deferral of the Award 28 | |
| 15 | Changes to the 2018 French Qualified Plan 28 | |
| 16 | Period during which Awards can be granted 28 |
| 18 | Non-transferability of the Award 29 | |
|---|---|---|
| 19 | Severability 29 | |
| Schedule 4 30 |
1.1 Approval of the Board
Any Awards granted under the Plan must be approved in advance by the Board.
1.2 Eligibility
The Grantor may grant an Award to any employee (including an executive director) of a Member of the Group. However, unless the Board considers that special circumstances exist, an Award may not be granted to an employee who, on the Award Date, has given or received notice of termination of employment, whether or not such termination is lawful.
No Award will be granted to a person who is not an employee of a Member of the Group on the Award Date.
1.3 Timing of Award
Awards may not be granted at any time after the Expiry Date and Awards may only be granted within 42 days starting on any of the following:
When granting an Award, the Grantor may make its Vesting conditional on the satisfaction of one or more conditions linked to the performance of the Company, the Participant, any Member of the Group or business unit. A Performance Condition must be specified at the Award Date and may provide that an Award will lapse if a Performance Condition is not satisfied. The Grantor, with the consent of the Board, may waive or change a Performance Condition in accordance with its terms or if anything happens which causes the Grantor reasonably to consider it appropriate. The Committee will inform Participants of any variation or waiver of the Performance Condition which affects them.
The Grantor may impose other conditions when granting an Award. Any condition must be specified at the Award Date and may provide that an Award will lapse if it is not satisfied. The Grantor, with the consent of the Board may waive or change a condition in accordance with its terms or in any way they see fit. Notwithstanding anything else in the Plan, an Award will only Vest and/or be Released to the extent that any condition is satisfied or waived.
When granting an Award, the Grantor may make an Award subject to a Holding Period, at the end of which, Awards will be Released.
Each Participant will receive a certificate setting out the terms of the Award as soon as practicable after the Award Date. The certificate may be the deed referred to in 2.1 (Terms of Awards) or any other document. If any certificate is lost or damaged the Company may replace it on such terms as it decides.
A Participant is not required to pay for the grant of any Award.
Any Participant may disclaim all or part of his Award within 30 days after the Award Date by notice in writing to any person nominated by the Grantor. If this happens, the Award will be deemed never to have been granted under the Plan. A Participant is not required to pay for the disclaimer.
If the Grantor tries to grant an Award which is inconsistent with rule 4 (Individual limit) or rule 12.1 (Plan limits) the Award will be limited and will take effect from the Award Date on a basis consistent with those rules.
Awards must be granted by deed. The terms of the Award, as determined by the Grantor, and approved by the Board, must be specified in the deed and must include:
A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Shares are issued or transferred to the Participant.
A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If he does, whether voluntarily or involuntarily, then the Award will immediately lapse. This rule 3.2 does not apply:
An Award must not be granted to an employee if it would cause the total Market Value of Shares subject to Awards, valued on the relevant Award Date, granted to him in respect of that financial year under the Plan, to exceed two times the annual rate of his total basic salary from Members of the Group. "Basic salary" means gross salary before adjustment to take account of any salary sacrifice for flexible benefits.
If the Board determines that exceptional circumstances exist, the limit in this rule may be exceeded up to a maximum of four times a Participant's annual rate of total basic salary from Members of the Group.
Remuneration payable in a currency other than Sterling will be converted into Sterling at the average of the spot buying and selling rates with the relevant currency in comparable amounts by any clearing bank chosen by the Board on a date chosen by the Board.
Subject to rule 7 (clawback), as soon as reasonably practicable after the end of the Performance Period, the Board will determine whether and to what extent any Performance Condition has been satisfied and, subject to rule 5.2, how many Shares Vest for each Award.
In the case of any Award granted on or after 7 March 2019, as soon as reasonably practicable after:
(1) the end of the Performance Period, in the case of an Award that is subject to a Performance Condition; and
(2) the date of Vesting notified under rule 2.1.4, in the case of an Award that is not subject to a Performance Condition,
the Board may, in its discretion, adjust (including by reducing to nil) the extent to which an Award would (but for this rule 5.2) Vest if it considers that:
taking into account such factors as the Board considers relevant.
5.3 Timing of Vesting
Subject to rule 7 (clawback), Awards which are not subject to a Performance Condition will Vest on the later of:
Where an Award is subject to a Performance Condition, subject to rules 1.5 (Other conditions), 7 (clawback), 8 (Leaving the Group before Vesting) and 10 (Takeovers and restructurings), an Award Vests on the later of:
To the extent any Performance Condition is not satisfied the Award lapses, unless otherwise specified in the Performance Condition.
To the extent an Award does not Vest as a result of a determination under rule 5.2, it lapses.
5.4 Timing of Release
An Award to which no Holding Period applies is Released on the date on which it Vests, whilst an Award to which a Holding Period applies is Released on the first Business Day immediately following the end of the Holding Period.
5.5 Lapse
If an Award lapses under the Plan it cannot Vest and a Participant has no rights in respect of it.
6.1 Conditional Awards
Subject to rule 7 (clawback), within 30 days of the Release of a Conditional Award, the Grantor will arrange (subject to rule 6.4 (Withholding)) for the transfer or issue to, or to the order of, the Participant of the number of Shares in respect of which the Award has Vested.
An Award may include the right to receive cash or Shares equal in value to some or all of the dividends (as determined by the Grantor with the consent of the Board) which were payable on the number of Vested Shares during the period from the Award Date until the date of Release ("dividend equivalents"), subject to rule 6.4 (Withholding). Dividend equivalents will be delivered to any relevant Participant as soon as practicable after Release. For the avoidance of doubt the dividend does not include the tax credit.
The Grantor, subject to the approval of the Board, may decide to satisfy an Award by paying an equivalent amount in cash (subject to rule 6.4 (Withholding)).
The Company, Grantor, any employing company or trustee of any employee benefit trust may withhold such amount and make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of Awards. These arrangements may include the sale or reduction in number of any Shares on behalf of a Participant, unless the Participant discharges the liability himself.
If, at any time before a Participant has received Shares or cash pursuant to an Award and within five years of the Award Date, the Board considers any of the events listed in rule 7.3 has occurred, the Board may decide that:
If, after a Participant has received Shares or cash pursuant to an Award and within five years of the Award Date, the Board considers that any of the events listed in rule 7.3 has occurred, the Board, in its absolute discretion, may decide that:
1 The events giving rise to the operation of adjustment or clawback set out in rule 7.3 are as amended on 5 March 2020 and apply as amended to Awards granted on or after that date. Other provisions apply to Awards granted before that date.
The events are:
For the avoidance of doubt:
If the Board determines in accordance with rule 8.2 that an Award will Vest and be released earlier than is determined in accordance with rule 5, the extent to which it Vests:
and the Award will lapse to the extent it does not Vest.
Unless the Board decides otherwise, the amount of the Award which Vests under rule 8.2 and in accordance with rule 5 will be reduced proportionately to reflect the remaining amount of time until the date of Vesting notified under rule 2.1.4 or the remaining proportion of the Performance Period. It will then lapse as to the balance.
If a Participant dies before the end of the Performance Period, his Award will Vest and be Released on the date of death irrespective of the satisfaction or otherwise of any Performance Condition. Unless the Board decides otherwise, the amount of the Award which Vests will be reduced proportionately to reflect the remaining amount of time until the date of Vesting notified under rule 2.1.4 or the remaining proportion of the Performance Period. It will then lapse as to the balance.
8.5 Meaning of "ceasing to be an employee or director"
For the purposes of this rule 8, a Participant will not be treated as ceasing to be an employee or director of a Member of the Group until he ceases to be an employee or director of all Members of the Group or if he recommences employment with or becomes a director of a Member of the Group within 7 days.
If an Award is not subject to a Performance Condition then references in this rule 8 to "the end of the Performance Period" will be substituted by "the date of Vesting notified under rule 2.1.4" and rule 8.6 will not apply.
9.1 Adjustment of Awards
If there is:
the Board may adjust the number or class of Shares or securities comprised in an Award.
9.2 Notice
The Company must notify Participants of any adjustment made under this rule 9.
In addition, the amount of the Award which Vests will be reduced proportionately to reflect the remaining amount of time until the date of Vesting notified under rule 2.1.4 or the remaining proportion of the Performance Period.
The Award lapses to the extent that it has not Vested.
In addition, the amount of the Award which Vests will be reduced proportionately to reflect the remaining amount of time until the date of Vesting notified under rule 2.1.4 or the remaining proportion of the Performance Period.
The Award lapses to the extent that it has not Vested.
10.2.2 An Award will not Vest and be Released under rule 10.2.1, but will be exchanged under rule 11 (Exchange of Awards) if:
If the Board becomes aware that the Company is or is expected to be affected by any demerger, distribution (other than an ordinary dividend) or other transaction not falling within rule 10.1 (Takeover) or 10.2 (Scheme of Arrangement) which, in the opinion of the Board would affect the current or future value of any Award, the Board may allow an Award to Vest and be Released. The Board will determine:
In addition, the Board may decide that the Award is reduced pro rata to reflect the remaining amount of time until the date of Vesting notified under rule 2.1.4 or the remaining proportion of the Performance Period. The Award lapses to the extent that it has not Vested.
In this rule, "Board" means those people who were members of the remuneration committee of the Company immediately before the change of Control.
If a Participant is transferred to work in another country and, as a result of that transfer he would:
then if the Participant continues to hold an office or employment with a Member of the Group, the Board may decide that the Awards will Vest and be Released on a date they choose before or after the transfer takes effect. The Award will Vest to the extent they permit and will lapse as to the balance.
If an Award is to be exchanged under rule 10 (Takeovers and restructurings), the exchange will take place as soon as practicable after the relevant event.
Where a Participant is granted a new award in exchange for an existing Award, the new award:
12.1 Consistency with remuneration policy
Nothing in these rules or the terms of any Award will oblige the Grantor 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) or to obtain shareholder approval for a change or exception to policy to ensure that any such payment is not in breach.
12.2.1 Meaning of allocate
For the purposes of this rule 12.2, Shares:
The number of Shares which may be allocated under the Plan on any day must not exceed 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other employee share plan operated by the Company.
12.2.3 5% in 10 year limit
The number of Shares which may be allocated under the Plan on any day must not exceed 5 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other executive (discretionary) share plan adopted by the Company.
The decision of the Board on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive.
12.4 Documents sent to shareholders
The Company may send to Participants copies of any documents or notices normally sent to the holders of its Shares at or around the same time as issuing them to the holders of its Shares.
12.5 Costs
The Company may ask a Participant's employer to bear the costs in respect of an Award to that Participant.
12.6 Regulations
The Board has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with these rules.
not create any right to, or expectation of, continued employment or a continued employment relationship.
The Company and any Subsidiary may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Section 682 of the Companies Act 2006.
12.9 Data protection
By participating in the Plan the Participant consents to the holding and processing of personal data provided by the Participant to the Company for all purposes relating to the operation of the Plan. These include, but are not limited to:
All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.
Any Shares acquired under the Plan are subject to the articles of association of the Company from time to time in force.
12.12 Listing
If and so long as the Shares are listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as possible.
or in either case such other address which the Company considers appropriate.
12.13.2 Any notice or other document which has to be given to the Company or other duly appointed agent under or in connection with the Plan may be delivered or sent by post to it at its registered office (or such other place as the Board or duly appointed agent may from time to time decide and notify to Participants) or sent by e-mail or fax to any e-mail address or fax number notified to the Participant.
Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.
13.1 Board's' powers
Except as described in the rest of this rule 13, the Board may at any time change the Plan in any way.
The Board may give notice of any changes made to any Participant affected.
13.4 Governing law and jurisdiction
English law governs the Plan and all Awards and their construction. The English Courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.
14.1 Meaning of words used
In these rules:
"Acquiring Company" means a person who obtains Control of the Company;
"Award" means a Conditional Award or an Option;
"Award Date" means the date which the Board sets for the grant of an Award;
"Board" means, subject to rule 10.4 (The Board), the board of directors of the Company or any person or persons to whom it delegates any of its functions under these rules;
"Business Day" means a day on which the London Stock Exchange (or, if relevant and if the Board determines, any stock exchange nominated by the Board on which the Shares are traded) is open for the transaction of business;
"Company" means Computacenter plc;
"Conditional Award" means a conditional right to acquire Shares granted under the Plan;
"Control" has the meaning given to it by Section 995 of the Income Tax Act 2007;
"Dealing Restrictions" means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code, or any code adopted by the Company to comply with share dealing regulations;
"Expiry Date" means the 10th anniversary of date of the 2015 annual general meeting of the Company (the date on which shareholders approved the extension of the Plan).
"Grantor" means the entity which grants Awards under the Plan, which can be:
"Holding Period" means such period as determined by the Board, beginning on the Vesting Date;
"London Stock Exchange" means London Stock Exchange plc;
"Market Value" on any particular day means the middle market closing price of the Shares taken from the Daily Official List of the London Stock Exchange on the immediately preceding Business Day or the average prices on the 3 immediately preceding Business Days;
"Member of the Group" means:
and "Group" will be construed accordingly;
"Model Code" means the UK Listing Authority Model Code for transactions in securities by Directors, certain employees and persons connected with them;
"Option" means a right to acquire Shares granted under the schedule to the Plan;
"Option Price" means the amount payable on the exercise of an Option, which may be zero, as specified under rule 2.1 (Terms of Awards);
"Participant" means a person holding an Award or his personal representatives;
"Performance Condition" means any performance condition imposed under rule 1.4 (Performance Conditions);
"Performance Period" means the period in respect of which a Performance Condition is to be satisfied;
"Plan" means these rules known as "The Computacenter Performance Share Plan 2005" as changed from time to time;
"Release" in relation to an Option, means an Option becoming exercisable and in relation to a Conditional Award, means a Participant having the Shares transferred or allotted to him subject to these rules and "Released" will be construed accordingly;
"Shares" means fully paid ordinary shares in the capital of the Company;
"Subsidiary" means a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006;
"Vesting" in relation to an Option, means an Option becoming capable of exercise on the date of Release and in relation to a Conditional Award, means a Participant becoming entitled to have the Shares transferred or allotted to him on the date of Release subject to these rules and "Vested" will be construed accordingly.
Options are subject to the rules of the Plan, as varied by this Schedule.
1.1 The Option Price of an Option, which will be determined by the Grantor and approved by the Board, will be specified in the deed referred to in rule 2.1.
2.1 An Option may be granted on the basis that it will only ever be satisfied in cash or by the issue or transfer of Shares in the manner described in paragraph 6 of this Schedule.
5.1 In the case of Options, if rule 9.1 applies, the Board may also adjust the Option Price.
6.1 The Grantor, subject to the approval of the Board, may decide to satisfy an Option by:
The rules of the Computacenter Performance Share Plan 2005 shall apply to Awards held by US Participants, as set out in this Schedule 2. Where there is any conflict between the rules and this Schedule, the terms of this Schedule shall prevail.
Awards granted under this Schedule 2 may not be made subject to a Holding Period in accordance with rule 1.6 and the rules of the Plan will be construed accordingly.
The words "as soon as practicable" in the penultimate sentence of rule 6.2 will be replaced with the following words:
"no later than 31 December of the year in which the Option Vests"
earlier of the date on which the discretion is exercised and the end of the 28 day period.
If the Board determines in accordance with rule 8.2 that an Award which is subject to a Performance Condition will Vest and be released earlier than is determined in accordance with rule 5, the extent to which it Vests:
and the Award will lapse to the extent it does not Vest.
Unless the Board decides otherwise, the amount of the Award which Vests under rule 8.2 and in accordance with rule 5 will be reduced proportionately to reflect the remaining proportion of the Performance Period. It will then lapse as to the balance.
If an Award which is not subject to a Performance Condition Vests in accordance with rule 8.3, the extent to which it Vests:
and the Award will lapse to the extent it does not Vest.
4.1 No adjustment to the number or class of Shares or securities comprised in an Award is made pursuant to rule 9.1 to the extent that it contravenes section 409A of the US Tax Code.
5.1 No changes to the Plan may be made pursuant to rule 13 to the extent that it contravenes section 409A of the US Tax Code.
6.1 The meaning of the words used in the Plan as set out in rule 14 will have the same meaning in this Schedule 1 except as set out below:
"Award" means an Option and the rules will be construed accordingly;
"US Participant" means a person who holds an Award, including his personal representatives, and who is, or maybe, subject to a US tax or social security liability in respect of his Award;
"US Tax Code" means the United States Internal Revenue Code of 1986, as amended from time to time;
7.1 Paragraph 3.1 of Schedule 1 will be deleted and replaced with the following wording:
"Subject to rule 7 (clawback), a Participant may exercise his Option, to the extent that it has Vested, on any date in the period ending on 31 December of the calendar year in which the Option Vests, provided no Dealing Restriction applies, by giving notice in the prescribed form to the Grantor or any person nominated by the Grantor and paying the Option Price (if any). The Option will lapse at the end of that period or, if earlier, on the date the Participant ceases to be an employee or director of a Member of the Group by reason of dismissal for gross misconduct."
7.2 An additional paragraph 5.4 will be added to paragraph 5 of Schedule 1:
"Where a payment of cash is made pursuant to paragraph 5.1.1, such payment will be made no later than 31 December of the year in which the Option Vests."
This Sub-Plan to the Plan contains the terms which, together with the provisions of the Plan, govern the operation of the Plan insofar as it applies to Awards made to Participants in France. The rules of the Plan as modified by this Sub-Plan constitute the "2018 French Qualified Plan". This Sub-Plan has been established to enable the Awards granted under this Sub-Plan to qualify for the favourable French income tax and social security regime applicable in France to "qualified" free share awards. However, nothing in this Sub-Plan shall be construed as a guarantee or an undertaking by the Company or any of its Subsidiaries that such a favourable regime will effectively apply.
This Sub-Plan will apply to Participants in the Plan who are or may become subject to French taxation (i.e., income tax and/or social security contributions) on the Awards granted under the Plan, provided that the documentation evidencing the grant of such Award refers to this Sub-Plan.
The rules of the Plan are modified by this Sub-Plan for France in order to comply with the provisions of Articles L. 225-197-1 to L. 225-197-6 of the French Commercial Code. This Sub-Plan shall be construed and operated with that intention.
This Sub-Plan should be read in conjunction with the rules of the Plan and Awards granted under this Sub-Plan are subject to the rules of the Plan except to the extent that the rules of the Plan differ from or conflict with the terms and conditions set out in this Sub-Plan, in which event, the terms set out in this Sub-Plan shall prevail. References in this Sub-Plan to rules are to rules of the Plan and references to paragraphs are to paragraphs of this Sub-Plan.
Initially capitalized terms used herein and which are not defined in paragraph 1 below shall have the meanings ascribed to such terms in the Plan. Reference to the singular shall include reference to the plural.
Under this Sub-Plan, the Participants shall be awarded only Conditional Awards.
The terms and conditions applicable to the Awards granted under this Sub-Plan are the terms and conditions set out in the rules of the Plan, modified as follows.
"Acquisition Period" means the period set by the Grantor of at least one year from the Award Date.
"Award" means Conditional Awards granted under the terms and conditions of the 2018 French Qualified Plan.
"Conditional Award" means a conditional right to receive, for no consideration, Shares granted under the Plan as amended by this Sub-Plan.
"Corporate Officer" means a corporate officer ("mandataire social") within the meaning of the first and second paragraphs of Article L. 225-197-1, II of the French Commercial Code2 .
"Disability" means a disability within the meaning of the second or the third categories of Article L. 341-4 of the French Social Security Code.
"Sale Restriction Period" means the period beginning on the Award Date3 and ending on the second anniversary of the Award Date.
Only a current salaried employee, as defined by French labor law, or a Corporate Officer of a French Subsidiary of the Company having a capital link as defined in Article L. 225-197-2 of the French Commercial Code4 may be granted Awards under the 2018 French Qualified Plan.
Notwithstanding any other provision of the Plan, Awards shall not be granted to any person who is holding shares representing 10% or more of the Company's capital at the Award Date or who may hold shares representing 10% or more of the Company's capital due to the grant of an Award.
Notwithstanding any other provision of the Plan, the total number of Shares subject to Awards granted under the 2018 French Qualified Plan shall not exceed 10% of the Company's share capital.
Notwithstanding any other provision of the Plan and notably rule 6.3, the Awards shall only be settled by delivery of Shares and not in cash.
Notwithstanding any other provision of the Plan and notably rule 6.2, the Awards granted under this Sub-Plan shall not give rise to the right to any dividend before the Shares are actually delivered to a Participant at the end of the Acquisition Period, including in the form of a dividend equivalent.
2 These persons are currently the chairman of the board of directors (president du conseil d'administration), the chief executive officer (directeur général), the deputy chief executive officers (directeurs généraux délégués), the members of the management board (membres du directoire) and the manager of a joint-stock company (gérant d'une société par actions).
3 These amendments were added on 20 May 2021
4 - At least 10% of the share capital of the company employing the Participant is held, directly or indirectly, by the company issuing the shares, or
- The company employing the Participant holds directly or indirectly at least 10% of the company issuing the shares, or
- At least 50% of the share capital of the company employing the Participant is held, directly or indirectly, by a company which holds at least 50% of the share capital of the company issuing the shares.
Notwithstanding any other provision of the Plan, the Awards granted pursuant to this Sub-Plan shall not Vest and the Shares underlying the Awards shall not be delivered to a Participant before the end of the Acquisition Period, except in the event of death as described below in paragraph 10.
Notwithstanding any other provisions of the Plan, and in the event the Shares are delivered to the Participant before the second anniversary of the Award Date, the sale of Shares underlying the Awards granted under this Sub-Plan shall not occur during the Sale Restriction Period, except in any event provided for under French law as an exception to this period before which the Shares cannot be sold, and notably in the event of Disability and death as described below in paragraphs 9 and 10.
Notwithstanding any other provision of the Plan, once definitively delivered to the Participant after the end of the Acquisition Period, Shares may not be disposed of within the periods as set forth in Article L. 225-197-1, I of the French Commercial Code5 .
Notwithstanding any other provision of the Plan, in the event of Disability of a Participant during the Sale Restriction Period, if any, Shares delivered shall become immediately disposable.
10.1 Death during the Acquisition Period
Notwithstanding any other provision of the Plan, in the event of the death of a Participant during the Acquisition Period, his/her heirs are entitled to request that the numbers of Shares underlying the Awards at the date of death be delivered, provided such request is made within six months from the date of death. Shares delivered shall become immediately disposable.
Notwithstanding any other provision of the Plan, in the event of the death of a Participant during the Sale Restriction Period, if any, the Shares shall become immediately disposable.
5 These periods are currently the following:
(i) The period of ten Stock Exchange trading sessions preceding and three Stock Exchange trading sessions following the date on which the consolidated financial statements, or failing that, the annual accounts, are published;
(ii) The period between the date on which the corporate management of the Company becomes aware of information, which, if published, might have a significant effect on the price of the company's shares, and the latest date of the ten Stock Exchange trading sessions following the date on which this information is published.
Notwithstanding any other provision of the Plan, the number of Shares subject to an Award, as well as the number of Shares to be delivered under an Award cannot be adjusted or modified except:
In the event of an exchange of Shares resulting from a public offer, a merger, a spin-off, a stock-split or a reverse stock split operation performed during the Sale Restriction Period described in paragraph 7 above, such Sale Restriction Period remains applicable to the shares received in the exchange for the time period remaining at the date of the exchange7 .
Notwithstanding any other provision of the Plan and notably rule 7.2, once delivered to the Participant (or to his or her heirs) after the end of the Acquisition Period, the Shares are definitively delivered and cannot be cancelled or rescinded and a Participant cannot be forced to return the Shares.
Notwithstanding any other provision of the Plan, the Company cannot require or permit the Participants to defer the receipt or issuance of Shares.
The Board may at any time amend the Sub-Plan, provided that no such amendment shall adversely affect the rights of any Participant, without the Participant's consent and provided that such amendments are not inconsistent with French law and, in particular, French legislation regarding the granting of free share awards, as defined in Articles L. 225-197-1 to L. 225-197-6 of the French Commercial Code and French Labor law.
No Awards can be granted under this Sub-Plan more than 76 months after the date on which the Company has obtained shareholder approval of the 2018 French Qualified Plan.
6 Currently, article L. 225-197-1 III of the French Commercial Code provides that shares or Awards can be exchanged without any cash consideration in the event of a merger or spin-off operation performed during the Acquisition Period or during the Sale Restriction Period, if any.
7 Additionally, if the shares are brought to a company or an investment trust whose capital exclusively consist of shares or equities derivatives giving a right to access to share capital issued by the company or an affiliated company as defined at article L. 225-197-2 of the French Commercial Code, the Sale Restriction Period remains applicable to the shares received in exchange of the contribution for the time period remaining at the date of the contribution.
The Shares delivered under this Sub-Plan shall be held in an account in the name of the Participant with the Company or a broker or in such manner as the Company may otherwise determine to ensure compliance with this Sub-Plan.
Notwithstanding any other provision of the Plan, Awards shall not be transferred or otherwise disposed of, except in the event of death as described above in paragraph 10.
The terms and conditions provided in the Sub-Plan are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable under French law, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
(For California Residents Only)
This Schedule 4 to the Computacenter Performance Share Plan 2005 the ("Plan") shall have application only to Awards granted to participants who are residents of the State of California ("California Participants") and the terms of the Plan (including any and all applicable schedules, including Schedule 2) shall be incorporated into this Schedule 4 as if the Plan together with this Schedule 4 formed a new plan for purposes of issuances of Awards to Participants in the state of California ("Schedule 4"). This Schedule 4 is intended to comply with sections 260.140.41, 260.140.42, 260.140.45 and 260.140.46 of the California Code of Regulations, as amended from time to time. Where there is any conflict between the rules of the Plan and this Schedule 4, the terms of this Schedule 4 shall prevail. Capitalized terms not otherwise defined in this Schedule 4 shall have the same meanings ascribed thereto in the Plan. Notwithstanding any other provision of the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Awards granted to residents of the State of California under this Schedule 4 and the Plan, until such time as the Shares subject to such Awards become a "listed security" under the Securities Act of 1933 (the "Securities Act"):
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.