Remuneration Information • Jun 5, 2023
Remuneration Information
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Adopted by the Remuneration Committee of the Board of the Company on 28 February 2022 and amended on [ June] 2023
Approved by shareholders of the Company on 5 May 2022 with changes approved on [ June] 2023
The Plan is a discretionary plan operated by the Company for selected 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 Company shall have the right to decide, in its sole discretion, whether or not awards will be granted 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 1 | |
| 2. | ELIGIBILITY 5 | |
| 3. | GRANT OF AWARDS 5 | |
| 4. | LIMITS 9 | |
| 5. | VESTING OF AWARDS 11 | |
| 6. | CONSEQUENCES OF VESTING 13 | |
| 7. | EXERCISE OF OPTIONS AND SHARE APPRECIATION RIGHTS 14 | |
| 8. | HOLDING PERIOD 15 | |
| 9. | CASH ALTERNATIVE 17 | |
| 10. | LAPSE OF AWARDS 17 | |
| 11. | LEAVERS 18 | |
| 12. | TAKEOVERS AND OTHER CORPORATE EVENTS 19 | |
| 13. | ADJUSTMENT OF AWARDS 21 | |
| 14. | CLAWBACK 22 | |
| 15. | ALTERATIONS 23 | |
| 16. | MISCELLANEOUS 24 | |
| APPENDIX I: CASH CONDITIONAL AWARDS 27 |
1.1 In the Plan, unless the context otherwise requires:
"Applicable Laws" means the Listing Rules published by the Financial Conduct Authority, the City Code on Takeovers and Mergers, UK MAR or any other relevant UK or overseas regulation or enactment;
"Award" means an Option, a Conditional Award or a Share Appreciation Right;
"Board" means the board of directors of the Company or a duly authorised committee of that board or a duly authorised person and for these purposes the Committee is deemed to be a duly authorised committee;
"Buy-out Award" means an Award granted to an individual who becomes employed by a Participating Company which is granted to that individual on joining a Participating Company to compensate them, in part or in full, for the loss of an award from their previous employment;
"Cessation" means a Participant ceasing to be an employee of a Group Member, except where:
"Clawback" means a reduction of, or an obligation to repay, elements of remuneration as referred to in Rule 14.4 (Satisfaction of the Clawback);
provided that after the occurrence of a corporate event described in Rule 12 (Takeovers and other corporate events), it shall mean the remuneration committee of the Board as constituted immediately before that event;
"Company" means Domino's Pizza Group plc (registered in England and Wales with registered number 03853545);
"Conditional Award" means a conditional right to acquire Shares granted under the Plan which is designated as a conditional award by the Committee under Rule 3.2(b) (Committee determinations);
"Control" means control within the meaning of section 995 of the Income Tax Act 2007;
"Dealing Day" means a day on which the London Stock Exchange is open for business;
"Deferred Bonus Award" means an Award, the principal purpose of which is to defer receipt of a bonus that reflects performance before its grant;
"Directors' Remuneration Policy" means the Company's directors' remuneration policy within the meaning of section 421(2A) of the Companies Act 2006;
"Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.4 (Treatment of Dividends);
"Early Vesting Date" means either:
"Employees' Share Scheme" has the meaning given by section 1166 of the Companies Act 2006;
"Executive Director" means an executive director of the Company;
"Exercise Period" means, subject to it not being extended in accordance with Rule 6.1(b):
being, in each case, the period during which the Award may normally be exercised, subject to it not lapsing earlier under the Plan;
"Grant Date" means the date on which an Award is granted;
"Group Member" means:
"Holding Period" means the period starting on the date on which an Award Vests and ending on the earliest of the dates specified in Rule 8.3 (Expiry of the Holding Period) during which a Participant is required not to sell, transfer, assign or dispose of their Net Vested Shares in accordance with Rule 8 (Holding Period);
"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;
"London Stock Exchange" means London Stock Exchange plc or any successor to that company;
"Market Value" means, in relation to a Share on any date:
provided that, where either paragraph (b) or (c) applies, such Dealing Days do not fall within any period when any restriction under Applicable Laws or any dealing code adopted by the Company apply to the Participant in respect of the Award or the Shares subject to the Award;
"Net Vested Shares" means the Vested Shares received or acquired by a Participant on Vesting of a Conditional Award or on exercise of an Option or Share Appreciation Right less: (a) a number of Shares with an aggregate Market Value on the date of Vesting (in the case of Conditional Awards) or exercise (in the case of Options and Share Appreciation Rights) equal to the Participant's Tax Liability arising on that event; or (b) if the Vested Shares are sold to satisfy that Tax Liability, the number of Vested Shares sold;
"Normal Vesting Date" means the date on which an Award would ordinarily Vest under Rule 5.1 (Timing of Vesting: Normal Vesting Date);
"Normal Vesting Period" means the period commencing on the Grant Date and ending on the date determined under Rule 3.2(g) (Committee determinations);
"Option" means a right to acquire Shares during an Exercise Period granted under the Plan which is designated as an option by the Committee under Rule 3.2(b) (Committee determinations);
"Option Price" means the amount, if any, determined under Rule 3.2(c) (Committee determinations) as payable per Share on the exercise of an Option, provided that the Committee may reduce or waive this Option Price on or prior to the exercise of the Option;
"Participant" means a person who holds an Award, including their personal representatives (or for the purposes of Rule 8 (Holding Period) a person who holds an Award to which Rule 8 (Holding Period) applies);
"Participating Company" means the Company or any Subsidiary of the Company;
"Performance Share Award" means an Award, the principal purpose of which is to provide an incentive for improved performance following its Grant Date and which is subject to one or more Performance Conditions;
"Performance Condition" means a condition (or conditions) related to performance which is specified by the Committee under Rule 3.2(f) (Committee determinations);
"Plan" means the Domino's Pizza Group plc 2022 Share Plan as amended from time to time;
"Plan Limits" the limits on the number of unissued Shares and, subject to Rule 4.5 (Changes to investor guidelines), treasury Shares, that may be "allocated" in respect of the Plan as set out in Rules 4.1, 4.2, 4.3 and 4.4;
"Relevant Event" means any one, or any combination, of;
"Restricted Share Award" means an Award, the principal purpose of which is to retain the services of an individual who is not an Executive Director;
"Rule" means a rule of the Plan;
"SAR Strike Price" means, in relation to a Share Appreciation Right, a monetary amount per Share determined by the Committee being the greater of £4.00 and an amount equal to four divided by three multiplied by the Market Value of a Share on the Grant Date;
Share Appreciation Right" means an Award, the principal purpose of which is to provide an incentive to grow the Share price above the SAR Strike Price which is structured as an option to acquire Shares which is designated as a share appreciation right by the Committee under Rule 3.2(b) (Committee determinations);
"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 or 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;
"UK MAR" means the retained EU law version of the Market Abuse Regulation 596/2014 which applies in the UK from 1 January 2021, and any related UK subsidiary regulations;
"Vest" means:
in each case subject to the Rules and Vesting shall be construed accordingly; and
"Vested Shares" means those Shares in respect of which an Award Vests.
Subject to Rule 3.7 (Approvals and consents), the Committee may resolve to grant an Award on:
(a) the terms set out in the Plan; and
(b) any additional terms that the Committee proposes,
to any person who is eligible to be granted an Award under Rule 2 (Eligibility).
The Committee shall (or may, as appropriate) determine:
Each of the determinations noted in paragraphs (a) to (i) in this Rule 3.2 shall be made by the Committee on or before the Award is granted Date save that, at the discretion of the Committee, a Performance Condition proposed for an Award may instead be determined (or finalised as relevant) by the Committee within six months of the Award's Grant Date. Where such aforementioned discretion in respect of determining a Performance Condition is used, the related Award shall not be capable of Vesting to any extent (if at all) under the Plan or its Performance Condition until all details of its Performance Condition are determined or finalised by the Committee.
An Award shall be granted by deed executed by the Company, or in such other manner as the Committee determines.
The Committee may, other than in respect of a Share Appreciation Right, decide, at its discretion, on or before the grant of an Award or at any time prior to the Vesting of an Award, that a Participant shall be entitled to receive a benefit determined by reference to the value of the dividends that would have been paid on the Vested Shares in respect of dividend record dates occurring during the period between the Grant Date and the date of Vesting (or, where Shares under an Option are subject to a Holding Period, the earlier of the date of expiry of the Holding Period or the date of exercise of the Option).
The Committee shall decide the basis on which the value of such dividends shall be calculated (which may assume the reinvestment of dividends). The Committee may also decide at this time whether such Dividend Equivalent shall be provided to the Participant in the form of cash and/or Shares. Such Dividend Equivalent shall be provided in accordance with Rule 6.3 (Delivery of dividend equivalent).
Unless specified to the contrary by the Committee on the Grant Date and subject to Rule 9 (Cash Alternative), an Award may be satisfied:
The Committee may decide to change the way in which it is intended that an Award may be satisfied after it has been granted, having regard to the provisions of Rule 4 (Limits).
Subject to Rule 3.7 (Approvals and consents), an Award may only be granted:
but an Award may not be granted after 5 May 2032 (that is, the expiry of the 10 year period beginning with the date on which the Plan was approved by the shareholders of the Company).
The grant of any Award shall be subject to obtaining any approval or consent required under any Applicable Laws and any share dealing code of the Company.
An Award granted to any person:
Where the Chief Executive Officer grants Awards under this Rule 3:
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 (Meaning of "allocated")) in the period of 10 calendar years ending with that calendar year under the Plan and under any other executive share plan (i.e. only discretionary share plans and not including all-employee plans) 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 (Meaning of "allocated")) in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan (i.e. all types of employee share plans: discretionary, all-employee or otherwise) 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 purpose of the Plan Limits (but not, for the avoidance of doubt, Rule 4.7):
For the purposes of Rule 4.3 (Meaning of "allocated" for the purposes of Plan Limits):
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 Rule 4.3 (Meaning of "allocated" for the purposes of Plan Limits) if institutional investor guidelines cease to require them to be so counted.
A Share Appreciation Right may not be granted if, at the time of its proposed Grant Date, it would cause the number of Shares that may be issued or transferred (including, but not limited to, Shares transferred from treasury) to satisfy all Share Appreciation Rights to exceed such number as represents 1.5% of the ordinary share capital of the Company in issue at that time.
The maximum total Market Value of Shares (calculated as set out in this Rule 4.7) over which
provided that, where a Participant is granted both Performance Share Awards and Restricted Share Awards in respect of the same financial year of the Company, the limit shall be that stated in (a) above but, for the purposes of calculating whether or not the limit has been reached, the Market Value of Shares subject to any Restricted Share Award shall be doubled.
There is no maximum individual limit for Buy-out Awards.
For the purpose of this Rule:
(a) an employee's salary shall be their base salary (excluding benefits in kind), expressed as an annual rate payable by the Participating Companies to them on the Grant Date (or any earlier date that the Committee determines). Where a payment of salary is made in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Committee reasonably selects;
; and
(b) the fair value of a Share Appreciation Right shall be determined by the Committee in accordance with International Financial Reporting Standard 2 provided that the Market Value of the Shares used for determining the fair value shall not be less than £2.50.
Any Award shall be limited and take effect to comply with the limits in this Rule 4.
No Shares may be issued or treasury Shares transferred to satisfy the exercise of any Option or Share Appreciation Right 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 (Meaning of "allocated") and adjusted under Rule 4.4 (Post-grant events affecting numbers of "allocated" Shares)) to exceed the limit in Rule 4.1 (5 per cent. in 10 years limit) and Rule 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 limit solely by virtue of that variation.
Subject to Rule 5.4 (Restrictions on Vesting: regulatory and tax issues) and the terms of the Plan, an Award shall Vest on the later of:
except where earlier Vesting occurs under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events) and provided that, if the Vesting of the Award under this Rule 5 would otherwise occur on a day which is not a Dealing Day, the Award will Vest on the first Dealing Day immediately following such date unless otherwise determined by the Committee.
Subject to Rule 5.3 (Adjustments to extent of Vesting), an Award shall only Vest to the extent:
Where, under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events), an Award would (subject to satisfying any Performance Condition) Vest before the end of the full period over which performance would be measured under any Performance Condition then, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has been satisfied shall be determined by the Committee on such reasonable basis as it decides.
Notwithstanding any other provision of the Plan, and irrespective of whether and to what extent any Performance Condition attached to an Award has been satisfied, the Committee may at any time prior to the settlement of an Award and at its discretion:
where the Committee determines that exceptional circumstances exist which mean that the Vesting of such Award, or the extent to which such Award would otherwise Vest under Rule 5.2 (Extent of Vesting), would be inappropriate taking into account such factors as it considers relevant (including, but not limited to, the overall performance of the Company, any Group Member or the relevant Participant who holds the Award).
An Award shall not Vest unless and until the following conditions are satisfied:
For the purposes of this Rule 5.4, references to a Group Member include any former Group Member.
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, the Participant shall be deemed to have authorised the Company to sell or procure the sale on their behalf of sufficient of the Vested Shares subject to their Award to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability.
For the purposes of this Rule 5.5, references to a Group Member include any former Group Member.
The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting of their Award on their behalf to ensure that any relevant Group Member or former Group Member receives the amount required to discharge the Tax Liability which arises on Vesting except to the extent that the Board decides that all or part of the Tax Liability shall be funded in a different manner.
On or as soon as reasonably practicable after the Vesting of a Conditional Award, the Board shall, subject to Rule 5.6 (Payment of Tax Liability) and any arrangement made under Rules 5.4(b) and 5.4(c), procure the transfer of the Vested Shares to the Participant.
If the Committee decided under Rule 3.4 (Treatment of Dividends) that a Participant would be entitled to the Dividend Equivalent in relation to Shares under their Award but did not decide at that time whether the Dividend Equivalent would be provided in the form of cash and/or Shares, then the Committee shall make such decision on or before the transfer of the Vested Shares to the Participant.
The Committee, acting fairly and reasonably, may decide to exclude the value of all or part of a special dividend or any other dividend from the amount of the Dividend Equivalent.
The provision of the Dividend Equivalent to the Participant shall be made as soon as practicable after the transfer of Vested Shares as relevant and:
A Vested Option or Share Appreciation Right may not be exercised unless:
For the purposes of this Rule 7.1, references to a Group Member include any former Group Member.
Subject to Rule 7.3 (Restrictions on the exercise of Share Appreciation Rights), Rule 7.6 (Payment of Tax Liability) and Rule 9 (Cash Alternative), the number of Shares to be delivered to the Participant on the exercise of a Share Appreciation Right is:
A x (B-C) / B (rounded down to a whole number of Shares)
where
A is the number of Shares subject to the Share Appreciation Right
B is the Market Value of a Share on the Dealing Day before the date on which the Share Appreciation Right is exercised
C is the SAR Strike Price
The number of Shares that may be acquired on the exercise of a Share Appreciation Right shall be limited to the lesser of:
where, for this purpose, the exercise value is the Market Value of a Share on the Dealing Day before the date on which the Share Appreciation Right is exercised and the cap value is 300% of the Market Value of a Share used to determine the SAR Strike Price of that Share Appreciation Right (or 300% of £2.50, if greater).
An Option or Share Appreciation Right must be exercised to the maximum extent possible at the time of exercise unless the Committee decides that a Participant may exercise it in respect of such fewer number of Shares as it decides.
An Option or Share Appreciation Right shall be exercised 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 7.1 (Restrictions on the exercise of an Option or Share Appreciation Right: regulatory and tax issues), take effect only when the Company receives it.
The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the exercise of their Option or Share Appreciation Right on their behalf to ensure that any relevant Group Member (or former Group Member) receives the amount required to discharge any Tax Liability which arises on such exercise except to the extent that the Board decides that all or part of the Tax Liability shall be funded in a different manner.
As soon as reasonably practicable after an Option or Share Appreciation Right has been exercised, the Company shall, subject to Rule 7.6 (Payment of Tax Liability) and any arrangement made under Rules 7.1(b) or 7.1(c), procure the transfer or procure the transfer to the Participant, or if appropriate allot to the Participant, the number of Shares in respect of which the Option or Share Appreciation Right has been exercised.
An Option or Share Appreciation Right which has become exercisable shall lapse at the end of the Exercise Period if it has not been exercised unless it lapses earlier under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events).
This Rule 8 shall apply to Shares acquired or delivered on the Vesting or exercise of an Award granted to any individual that the Committee determines before the grant of their Award.
Subject to Rule 8.2 (Permitted transfers during the Holding Period) below, a Participant to which this Rule 8 applies is required:
For the avoidance of doubt:
Subject to the prior approval of the Committee, the Participant may, during the Holding Period, transfer or assign some or all of their Net Vested Shares to their spouse or civil partner or to the Participant's personal pension plan (the "transferee"), provided that the transferee has agreed to comply with this Rule 8, any other terms and conditions imposed by the Committee and the decisions of the Committee and the transferee agrees not to sell, transfer, assign or dispose of those Net Vested Shares until the expiry of the Holding Period.
The Committee may allow a Participant to sell, transfer, assign or dispose of some or all of their Net Vested Shares before the end of the Holding Period, subject to any terms and conditions that the Committee specifies.
The Holding Period shall expire on the earliest of:
Net Vested Shares shall cease to be subject to any restrictions under this Rule 8 once the Holding Period has expired.
Nothing in this Rule 8 shall remove and/or reduce any additional requirements that may apply to the Participant under the Company's share ownership requirements.
Where an Option or Share Appreciation Right has been exercised or where a Conditional Award Vests and Vested Shares have not yet been transferred to the Participant, the Committee may determine that, in substitution for their right to acquire any number of Vested Shares as the Committee decides (but in full and final satisfaction of their right to acquire those Shares), they shall be paid as additional employment income a sum equal to the cash equivalent (defined in Rule 9.3 (Cash equivalent)) of that number of Shares in accordance with this Rule 9.
Rule 9.1 shall only ordinarily be used in exceptional circumstances or in connection with net settlement arrangements and shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 9.1 would cause:
provided that this Rule 9.2 shall only apply if its application would prevent the occurrence of a consequence referred to in (a) or (b) above.
For the purpose of this Rule 9, the cash equivalent of a Share is:
As soon as reasonably practicable after the Committee has determined under Rule 9.1 that a Participant shall be paid a sum in substitution for the right to acquire any number of Vested Shares, the Company shall pay to them or procure the payment to them of that sum in cash.
There shall be deducted from any payment under this Rule 9 any amounts (on account of tax or similar liabilities) required by law or as the Board may reasonably consider to be necessary or desirable.
An Award shall lapse:
If a Cessation occurs before the Normal Vesting Date of an Award (other than a Share Appreciation Right) due to:
then, subject to Rule 5.1 (Timing of Vesting: Normal Vesting Date) and Rule 5.4 (Restrictions on Vesting: regulatory and tax issues), that Award shall Vest on the Normal Vesting Date unless the Committee determines it shall Vest on the Early Vesting Date.
In either case, Vesting may be subject to any additional conditions that the Committee specifies and Rule 11.6 (Leavers: reduction in number of Vested Shares) shall apply. Where the Award is an Option, Rule 11.5 (Exercise of Options and Share Appreciation Rights) shall also apply.
If Cessation occurs before the Normal Vesting Date of an Award in the form of a Share Appreciation Right in any circumstances where the Committee determines that this Rule 11.2 shall apply in relation to the Award then, subject to Rule 5.1 (Timing of Vesting: Normal Vesting Date) and Rule 5.4 (Restrictions on Vesting: regulatory and tax issues), that Award shall Vest on the Normal Vesting Date unless the Committee determines it shall Vest on the Early Vesting Date.
Vesting may be subject to any additional conditions that the Committee specifies and Rule 11.5 (Exercise of Options and Share Appreciation Rights) and Rule 11.6 (Leavers: reduction in number of Vested Shares) shall apply.
Where a Cessation occurs on or after the Normal Vesting Date for a reason specified in Rule 11.1 (Good leavers before the Normal Vesting Date) or where Rule 11.2 (Good leavers before the Normal Vesting Date for Share Appreciation Rights) applies, any unexercised Options or Share Appreciation Rights held by the Participant shall, subject to Rule 6.1 (Options), Rule 7 (Exercise of Options) and Rule 12 (Takeovers and other corporate events), continue to be exercisable for:
(a) a 12 month period in the case of Options; or
commencing on the date of Cessation (or, if shorter, until the expiry of the Exercise Period) and, to the extent it is not exercised, it shall lapse at the end of that period.
If a Cessation occurs in any circumstances other than those specified in Rule 11.1 (Good leavers before the Normal Vesting Date) or Rule 11.3 (Good leavers on or after the Normal Vesting Date) or where Rule 11.2 (Good leavers before the Normal Vesting Date for Share Appreciation Rights) applies, any Award (including any Vested but unexercised Option or Share Appreciation Right) held by a Participant shall lapse immediately, regardless of whether that Cessation was lawful or unlawful.
Where this Rule 11.5 applies, subject to Rule 6.1 (Options and Share Appreciation Rights), Rule 7 (Exercise of Options and Share Appreciation Rights) and Rule 12 (Takeovers and other corporate events), a Vested Option shall be exercisable for a 12 month period and a Share Appreciation Right shall be exercisable for a 3 month period, in each case commencing on the date on which the Award Vests (or, if shorter, until the expiry of the Exercise Period) or such other period that the Committee specifies and, to the extent that the Option or Share Appreciation Right is not exercised, it shall lapse at the end of that period.
Where this Rule 11.6 applies, the Committee shall determine the number of Vested Shares of the relevant Award by applying:
If an Award Vests under any of Rules 12.1 (General offers) to 12.3 (Demergers and other events) following a Cessation of the relevant Participant, then this Rule 11.6 shall take precedence over Rule 12.5 (Corporate events: reduction in number of Vested Shares).
To the extent that an Award is reduced in accordance with this Rule 11.6, it will lapse and become incapable of Vesting in respect of the relevant number of Shares by which it is reduced.
For the avoidance of doubt, Rules 11.1 to 11.6 shall not apply to a Participant that was granted a Deferred Bonus Award after they ceased to be an employee of a Participating Company.
If any person (or group of persons acting in concert):
(a) obtains Control of the Company as a result of making a general offer to acquire Shares; or
(b) having obtained Control of the Company makes such an offer and such offer becomes unconditional in all respects,
then, subject to Rule 12.4 (Internal reorganisations):
If:
all Awards shall, subject to Rule 5.4 (Restrictions on Vesting: regulatory and tax issues) and Rule 12.4 (Internal reorganisations), Vest on the date of that event if they have not then Vested and Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply.
If an event described in this Rule 12.2 occurs, an Option may, subject to Rule 7.1 (Restrictions on the exercise of an Option or Share Appreciation Right: regulatory and tax issues) and Rule 12.4 (Internal reorganisations), be exercised within one month of that event (or, if shorter, until the expiry of the Exercise Period), but to the extent that the Option or Share Appreciation Right is not exercised within that period, it shall lapse (regardless of any other provision of the Plan).
If a demerger, special dividend or other material corporate event (the "Event") is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent or operation of the Plan, then the Committee may, at its discretion, decide that the following provisions shall apply:
(d) if an Award Vests under this Rule 12.3, the date of that Vesting shall be the Early Vesting Date and the provisions of Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply.
If:
then the Committee, with the consent of the Acquiring Company, may decide that an Award shall not Vest under Rule 12.1 (General offers) or Rule 12.2 (Schemes of arrangement and winding up) 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 12.4 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.
If an Award Vests under any of Rules 12.1 (General offers) to 12.3 (Demergers and other events), the Committee shall determine the number of Vested Shares of that Award by applying:
unless the Committee, acting fairly and reasonably, decides that the reduction under Rule 12.5(b) is inappropriate in which case it may increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 12.5(a).
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 shall be made to one or more of:
This Rule 14 shall apply to Awards regardless of any other provisions of the Plan.
The Committee may decide at any time prior to the third anniversary of the date on which an Award Vests that the individual to whom the Award was granted (the "Relevant Individual") shall be subject to Clawback in relation to such Award if one or more Relevant Events occurs and/or is discovered prior to such anniversary date.
The Committee shall determine the amount to be subject to Clawback on such basis it determines appropriate, such amount being all or part of the value which the Committee considers has been granted, vested or received by the Participant in relation to the relevant Award.
In order to satisfy the Clawback, the Committee may:
Individual's salary or from any other payment to be made to them by any Group Member), such amount as is required for the Clawback to be satisfied in full.
Any reduction made pursuant to Rule 14.4(a) shall be made at such time or times as the Committee determines appropriate.
The Committee may decide at any time to reduce the number of Shares subject to an Award (including reducing to zero) to give effect to clawback, recovery and/or withholding provisions of any form and/or name contained in any incentive plan or bonus plan operated by any Group Member. The reduction shall be in accordance with the terms of the relevant provisions or, in the absence of any such term, on such basis as the Committee, acting fairly and reasonably, decides is appropriate.
Except as described in Rule 15.2 (Shareholder approval) and Rule 15.4 (Alterations to disadvantage of Participants) the Committee may at any time alter the Plan or any terms of any Award.
Except as described in Rule 15.3 (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 15.1 (General rule on alterations) to the provisions concerning:
without the prior approval by ordinary resolution of the members of the Company in general meeting.
Rule 15.2 (Shareholder approval) shall not apply to:
No alteration to the material disadvantage of Participants shall be made under Rule 15.1 (General rule on alterations) unless:
The Committee may amend any Performance Condition without prior shareholder approval if:
The rights and obligations of any individual under the terms of their office or employment with any Group Member shall not be affected by their participation in the Plan or any right which they 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 their office or employment for any reason whatsoever insofar as those rights arise or may arise from them 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 of or omission to exercise any such power or discretion.
All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to them by reference to a record date before the date of the allotment.
Where Vested Shares are transferred, Participants shall be entitled to all rights attaching to those Shares by reference to a record date on or after the date of such transfer.
If and so long as Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for the listing of any Shares issued under the Plan as soon as reasonably practicable.
Any notice or other communication under or in connection with the Plan may be given:
Any such notice shall be deemed to have been received (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by first class post, at 9.00 am on the second business day after posting; (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (and for these purposes, business hours means 9.00am to 5.00pm on a business day in the place of receipt); and (iv) if sent by any other method determined by the Board, on the fifth business day after it has been sent.
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.
Personal data relating to Participants and any individuals who may be eligible to participate in the Plan may be collected, processed and transferred for any purpose relating to the operation of the Plan in compliance with any Applicable Laws and any data privacy notice and/or policies of any Group Member in force from time to time.
The Committee or the Board, as relevant, may at any time by resolution and without seeking further shareholder approval establish further plans or sub-plans (outside the Plan) for overseas territories, governed by rules similar to these Rules but modified to take account of local tax, exchange control or securities laws, provided that any Shares made available under such further plans are treated as counting against the limits on individual and overall participation in the Plan.
The Plan and all Awards shall be governed by and construed in accordance with the laws of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation.
The Rules of the Plan shall apply to a right (a "Cash Conditional Award") to a receive a cash sum granted under this Appendix as if it was a Conditional Award, except as modified by the terms set out in this Appendix. Where there is any conflict between the Rules and this Appendix, the terms of this Appendix shall prevail.
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