Empiric Student Property PLC

Remuneration Information • Apr 22, 2024

Rules of the Empiric Student Property PLC 2024 Long Term Incentive Plan

Approved by the shareholders of the Company in general meeting on [insert date] 2024 and adopted by the Board of Directors of the Company with effect from [insert date] 2024

Shepherd and Wedderburn LLP 1 West Regent Street Glasgow G2 1RW DX GW409 Glasgow T +44 (0)141 566 9900 F +44 (0)141 565 1222 shepwedd.com

CONTENTS

Clause		Page Number
1.	Definitions and Interpretation	1
2.	Grant of Awards	4
3.	Plan Limits	6
4.	Malus and Clawback	7
5.	Vesting, Release and Exercise of Awards	8
6.	Tax Liability	9
7.	Cessation of Employment	9
8.	Corporate Transactions	10
9.	Lapse of Awards	11
10.	Issue and Transfer of Shares	12
11.	Cash Alternative	12
12.	Dividend Equivalents	13
13.	Adjustments	13
14.	Administration	14
15.	Alterations	14
16.	Legal Entitlement	15
17.	General	16

EMPIRIC STUDENT PROPERTY PLC 2024 LONG TERM INCENTIVE PLAN

1.	Definitions and Interpretation
1.1	In this Plan, the following words and expressions shall have, where the context so admits, the meanings set forth below:
	"Award"	an award granted under the terms of the Plan being either a Conditional Award or an Option;
	"Board"	the board of directors for the time being of the Company or a duly authorised committee thereof provided that if any person obtains Control of the Company, the Board shall consist of the members of the Board immediately prior to such Control being obtained;
	"Company"	Empiric Student Property plc registered in England and Wales under company number 08886906;
	"Conditional Award"	a conditional right to receive Shares pursuant to the Plan at no cost to the Participant;
	"Control"	the meaning given by section 1124 of the Corporation Tax Act 2010;
	"Date of Grant"	the date on which an Award is granted;
	"Dealing Day"	any day which is not a Saturday, a Sunday, Christmas Day, Good Friday or a bank holiday in England and Wales;
	"Dealing Restrictions"	any restrictions on dealing in Shares imposed by legislation, regulation or any other code or guidance on share dealing adopted by the Company with which the Company seeks to comply;
	"Deferred Share Award"	an Award granted to a Participant pursuant to the Company's annual bonus plan;
	"Directors' Remuneration Policy"	the Company's directors' remuneration policy that has most recently been approved by the Company's shareholders;
	"Discretionary Share Scheme"	an Employees' Share Scheme in which participation is solely at the discretion of the Board or Remuneration Committee;
	"Dividend Equivalent"	means a benefit calculated by reference to dividends paid on Shares as described in Rule 12;
	"Eligible Employee"	an employee or an executive director of a Participating Company;
	"Employees' Share Scheme"	the meaning given by section 1166 of the Companies Act 2006;
	"GDPR"	means UK GDPR as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;
	"General Offer"	an offer to acquire the whole of the issued ordinary share capital of the Company or all of the shares in the Company which are of the same class as Shares subject to Awards (other than shares owned by the person making the offer (or by any company associated with that person));
	"Grant Period"	the period of 42 days commencing on:
		(a) the day of which the Plan is adopted by the Company;

	(b) the Dealing Day after the day on which the Company makes an announcement of its results for any period (or, where applicable, the Dealing Day after the end of a Market Value averaging period commencing on the date of such results);
	(c) in respect of an Eligible Employee, the date on which that Eligible Employee first becomes employed by a Group Member; and
	(d) any day on which the Grantor resolves that exceptional circumstances exist which justify the grant of Awards;
	PROVIDED THAT if by reason of any Dealing Restrictions, the Grantor is restricted from granting Awards under the Plan during the periods specified above, the relevant Grant Period shall be 42 days commencing on the Dealing Day after such Dealing Restrictions are lifted;
"Grantor"	(a) the Board (acting on behalf of the Company); or
	(b) the Trustee (acting on each occasion on the recommendation of, or with the consent of, the Board),
	as the case may be;
"Group Member"	a Participating Company or a body corporate which is (within the meaning of section 1159 of the Companies Act 2006) the Company's holding company or a Subsidiary of the Company's holding company;
"Holding Period"	means, subject to Rule 2.14, the period of two years (or such other period as the Board may determine on or before the Date of Grant of the relevant Award) beginning on the date of Vesting;
"Internal Reorganisation"	any event, scheme or arrangement whereby another company (the "Acquiring Company") obtains Control of the Company and immediately afterwards all or substantially all of the issued equity share capital of the Acquiring Company is owned directly or indirectly by persons who had Control of the Company immediately prior to such event, scheme or arrangement;
"ITEPA"	the Income Tax (Earnings and Pensions) Act 2003;
"Market Value"	in relation to a Share on any day, if and so long as the Shares are listed on the Official List, their closing middle market quotation (as derived from Bloomsberg) for the immediately preceding Dealing Day (or for such other Dealing Day or the average or weighted average of the closing middle market quotations for more than one Dealing Day as the Grantor may determine) or, in any other case, their market value as determined by the Grantor;
"Nil Cost Option"	a right to acquire Shares on the terms set out in this Plan at no cost to the Participant;
"Nominal Value Option"	a right to acquire Shares on the terms set out in this Plan
	on payment of an exercise price equal to the nominal value of the Shares on the date of exercise;

	Part VI of the Financial Services and Markets Act 2000;
"Option"	a right to acquire Shares granted under the Plan (including a Nil Cost Option and a Nominal Value Option) and each right granted to the same Eligible Employee shall be treated hereunder as a separate Option but the term "Option" shall not include any option which has been surrendered or has otherwise lapsed;
"Other Rights"	an option, award or other right to acquire Shares granted pursuant to any Discretionary Share Scheme (other than the Plan) operated by any Group Member;
"Participant"	an Eligible Employee who holds an Award or, in respect of Rule 4, any person to whom Shares have been issued or transferred or to whom cash has been paid in respect of an Award (including, where the context so requires, the personal representatives of any such person);
"Participating Company"	the Company or any of its Subsidiaries (other than any Subsidiary which the Board has for the time being determined to exclude for this purpose);
"Performance Period"	the period (which, unless the Grantor determines otherwise, shall be a period of at least three financial years of the Company) set by the Grantor on or prior to the Date of Grant of an Award by reference to which the Grantor will determine whether the applicable Performance Target has been fulfilled;
"Performance Target"	a condition or conditions of the Vesting of Awards, relating to performance and imposed pursuant to Rule 2.2;
"Plan"	the Empiric Student Property plc 2024 Long Term Incentive Plan in its present form or as from time to time amended in accordance with Rule 15;
"Plan Year"	the period from the Dealing Day after the day on which the Company makes an announcement of its final results for a financial year to the day on which it makes an announcement of its final results for the next financial year;
"Recognised Exchange"	a recognised stock exchange within the meaning of section 1137 of the Corporation Tax Act 2010 or a recognised investment exchange within the meaning of the Financial Services and Markets Act 2000 (and, for the avoidance of doubt, this will include the AIM market of the London Stock Exchange plc);
"Release"	in relation to a Conditional Award, the point at which a Participant becomes entitled to receive the Shares and in relation to an Option, the point at which an Option becomes capable of exercise, and "Released" and "Unreleased" shall be construed accordingly;
"Relevant Clawback Date"	subject in each case to Rule 4.4:
	(a) in respect of an Award (other than a Deferred Share Award), the fifth anniversary of the Date of Grant; and
	(b) in respect of a Deferred Share Award, the third anniversary of the Date of Grant;

"Relevant Tax" any tax, national insurance, social security or other levy arising on or in connection with the grant, surrender,

accordance with Section 74(1) of and for the purposes of

Vesting and/or exercise of an Award for which the person entitled to the Award is liable and for which any Group Member or the Trustee is liable, required or otherwise obliged, to account to any relevant authority (including, without limitation, any secondary Class 1 (employer's) national insurance contributions covered by any agreement or election entered into pursuant to Rule 2.13, but excluding any such secondary Class 1 (employer's) national insurance contributions which are not covered by such an agreement or election);

• "Remuneration Committee" the remuneration committee of the Board; "Rules" the rules of this Plan and "Rule" shall be construed accordingly; "Share" a fully paid ordinary share in the capital of the Company;
• "Subsidiary" the meaning given by section 1159 of the Companies Act 2006;
• "Trustee" the trustee or trustees for the time being of any employee benefit trust, the beneficiaries of which include Eligible Employees;
• "Vest" subject to the Release of the Award, in relation to a Conditional Award, the point at which a Participant becomes entitled to receive the Shares, and in relation to an Option, the point at which an Option becomes capable of exercise and "Vesting" and "Vested" shall be construed accordingly; and

"Vested Shares" those Shares in respect of which an Award Vests.

• 1.2 References in the Plan to any statutory provision are to those provisions as amended, extended or re-enacted from time to time, and shall include any regulations made thereunder.
• 1.3 Unless the context otherwise requires, references in the Plan to the singular shall include the plural (and vice versa), words importing a gender shall include every gender and references to a person shall include bodies corporate and unincorporated and vice versa.
• 1.4 Headings and captions are provided for reference only and shall not be considered as part of the Plan.

2. Grant of Awards

• 2.1 The Grantor may, during a Grant Period, grant Awards to such Eligible Employees as it may in its absolute discretion determine upon the terms set out in the Plan and upon such other additional terms as the Grantor may determine.
• 2.2 The Grantor may, at the Date of Grant, impose a Performance Target, a Holding Period and such other condition or conditions on the Vesting, Release or exercise (if applicable) of Awards as it may determine PROVIDED THAT no Performance Target shall be imposed on a Deferred Share Award.
• 2.3 An Award may be subject to such additional terms as the Board may determine, which may include restrictions on the disposal of some or all of the Shares acquired pursuant to an Award for such period as the Board may determine and that any Shares so restricted may be forfeited if the Participant ceases to hold office or employment with a Group Member during such period on account of gross misconduct. The Board may make the Release of an Award or exercise of an Option conditional on the Participant taking any action (including entering into any agreement) reasonably required by the Board in relation to such additional terms.
• 2.4 Awards may be granted in the form of a Conditional Award, a Nil Cost Option, or a Nominal Value Option as the Grantor shall determine at the Date of Grant.
• 2.5 The grant of an Award shall be evidenced by execution of a deed on behalf of the Grantor which document may be in respect of an individual Award ("Individual Deed") or any number of Awards granted at the same time ("Global Deed"). In the case of a Global Deed, as soon as

practicable after the Date of Grant, the Grantor shall issue to each Participant a certificate or other confirmation in respect of the Award which may be under the autographic or facsimile signature of an officer of the Grantor and otherwise in such form (including electronic) as the Grantor may from time to time prescribe. An Individual Deed or, in the case of a Global Deed, a certificate or other confirmation, must state:

• 2.5.1 the form of the Award, whether a Conditional Award or Option;
• 2.5.2 the number of Shares over which the Award has been granted to the Participant;
• 2.5.3 in the case of a Nominal Value Option only, the exercise price;
• 2.5.4 any Performance Target and the applicable Performance Period, any Holding Period or any other condition or conditions imposed on the Award pursuant to Rule 2.2 and/or Rule 2.3;
• 2.5.5 that the Participant has an obligation to indemnify Group Members and the Trustee under Rule 6;
• 2.5.6 the first date on which any part of the Award will Vest and any subsequent dates on which any remaining part of the Award will Vest;
• 2.5.7 the Date of Grant; and
• 2.5.8 in the case of an Option, the date on which the Award will lapse pursuant to Rule 9.1.1.
• 2.6 No payment by the Participant shall be required on the grant of an Award or on the acquisition of Shares pursuant to an Award except where the Grantor determines that the Award shall take the form of a Nominal Value Option in which case payment shall be required by the Participant on exercise of the Nominal Value Option equal to the nominal value of any Shares being acquired.
• 2.7 Awards may not be granted when prevented by any Dealing Restrictions.
• 2.8 Every Award shall be personal to the Participant to whom it is granted and, except in the case of the death of a Participant, shall not be assigned, transferred or charged in any way.
• 2.9 The Grantor may require an Eligible Employee who is (or is to be) granted an Award to confirm his acceptance of the Rules and the terms of any Award granted to him by a specified date. Such confirmation will be in a manner and form set by the Grantor (which may require the Eligible Employee to confirm acceptance on a portal or execute a document). The Grantor may provide that the Award will lapse (and as a result be treated as never having been granted) if the confirmation of acceptance is not provided by the specified date, or provide that the Award will not Vest until he does so agree in writing.
• 2.10 A Participant may surrender an Award in whole or in part by notice in writing to the company secretary of the Company within the period of 30 days immediately following the Date of Grant and if an Award, or any part of an Award, is so surrendered, it shall be deemed for all purposes not to have been granted.
• 2.11 The Grantor may, at the Date of Grant, determine that a Conditional Award or an Option shall be expressed to be a right of the Participant to acquire a cash sum calculated by reference to a notional number of Shares under Award which, in the case of a Conditional Award, on Release and, in the case of an Option, on exercise, delivers an amount equal to the Relevant Market Value (as defined below) of the number of notional Shares in respect of which the relevant Award has Vested or, in the case of an Option, has been exercised. For the purposes of this Rule 2.11, "Relevant Market Value" shall mean the Market Value of a Share on the date on which the Conditional Award is Released, or, in the case of an Option, the date on which the Option is exercised.
• 2.12 An Award granted under Rule 2.11 shall be granted subject to the terms of the Plan, which shall be interpreted in such manner as the Grantor reasonably determines is necessary to give effect to Rule 2.11.
• 2.13 The Grantor may make the Release (or where relevant, the exercise) of an Award conditional upon the Participant having entered into an agreement or election pursuant to paragraphs 3A or 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992 (as the Grantor shall determine).
• 2.14 Where an Award is subject to a Holding Period imposed pursuant to Rule 2.2 and the Grantor determines, at any time after the Date of Grant, that exceptional circumstances have arisen in relation to the Participant in question and/or any Group Member, the Grantor may, at its sole

discretion, determine that the duration of the relevant Holding Period will be reduced to such extent as it shall specify PROVIDED THAT the discretion set out in this Rule 2.14 may only be exercised in respect of an Award held by a current or former executive director of the Company if to do so would not be in contravention of the terms of the Directors' Remuneration Policy.

• 2.15 Written details of any determination made pursuant to Rule 2.14 will be provided to the relevant Participant as soon as reasonably practicable after it is made.
• 2.16 The Grantor may make the Release (or where relevant, the exercise) of an Award conditional upon the Participant having entered into an election under the terms of section 431(1) of ITEPA in relation to the Shares to be acquired by him.

3. Plan Limits

• 3.1 Subject to Rule 3.7, the number of Shares which an Eligible Employee may acquire pursuant to Awards (other than Deferred Share Awards) and Other Rights that are granted in any Plan Year shall not exceed 150 per cent. of his base salary divided by the average closing price for Shares for the 12-month period ending on the month end prior to which the Company grants Awards. The number of Shares which an Eligible Employee may acquire pursuant to Deferred Share Awards granted to him under the Plan in any Plan Year shall not exceed 150 per cent. of his base salary divided by the average closing price for Shares as determined in this Rule 3.1 (or, where applicable, Rule 3.7).
• 3.2 For the purpose of Rule 3.1 an Eligible Employee's base salary shall be taken to be his base salary (excluding benefits in kind), expressed as an annual rate payable by the relevant Participating Company to that Eligible Employee on the Date of Grant.
• 3.3 The Grantor shall not grant an Award in any Plan Year which would, at the proposed Date of Grant, cause the number of Shares allocated, during the period of ten Plan Years ending with that Plan Year, under the Plan or under any other Employees' Share Scheme adopted by the Company, to exceed such number as represents ten per cent. of the ordinary share capital of the Company in issue at that time.
• 3.4 The Grantor shall not grant an Award in any Plan Year which would, at the proposed Date of Grant, cause the number of Shares allocated, during the period of ten Plan Years ending with the Plan Year, under the Plan or under any other Discretionary Share Scheme adopted by the Company, to exceed such number as represents five per cent. of the ordinary share capital of the Company in issue at that time.
• 3.5 In determining the limits in Rules 3.3 and 3.4 above:
  • 3.5.1 in the case of an option or any other type of award to acquire Shares (where such option or award may be satisfied with newly issued shares), Shares are allocated at the time of grant of such option or award and where Shares are issued otherwise than pursuant to an option or other type of award to acquire Shares, Shares are allocated at the time of such issue;
  • 3.5.2 Shares which have been issued to the Trustee or which may be issued to the Trustee to satisfy options or any other type of award shall be treated as allocated for the purposes of Rule 3.3 and Rule 3.4;
  • 3.5.3 no account shall be taken of any Shares where the right to acquire such Shares is released or lapses in part or in whole including, without limitation, pursuant to Rule 2.10;
  • 3.5.4 where instead of the Participant paying the required exercise price on the exercise of an option, the Participant is only issued an amount in Shares equal to the amount by which the Market Value of the Shares on the date of exercise (or a date set by reference to the date of exercise) exceeds the exercise price, it is only the number of Shares actually issued that shall count as being allocated;
  • 3.5.5 no account shall be taken of any Shares where the right to acquire such Shares has been or is to be satisfied by the transfer of existing shares or by cash;
  • 3.5.6 for so long as it is market practice, treasury shares shall count as newly issued shares; and
  • 3.5.7 the Board may adjust the aggregate number of Shares already issued in each case to reflect any subsequent variation of share capital of the Company in such manner as it determines is fair and reasonable.
• 3.6 If the Grantor purports to grant an Award which is inconsistent with the limits in Rule 3.1, 3.3 or 3.4, the Award will be scaled back and will take effect from the Date of Grant over the maximum number of Shares permitted by the remainder of this Rule.
• 3.7 The Grantor may at its discretion make an Award to an Eligible Employee using an alternative calculation for the average Share price to that set out in Rule 3.1.

4. Malus and Clawback

• 4.1 Notwithstanding any other Rule of the Plan, this Rule 4 applies to all Awards and will continue to apply after the termination of a Participant's office or employment with any Group Member for any reason whether or not the termination is lawful.
• 4.2 The circumstances in which Rule 4.3 may apply are:
  • 4.2.1 a restatement of any Group Member's results;
  • 4.2.2 censure of any Group Member or the relevant Participant by a regulatory authority;
  • 4.2.3 material reputational damage to any Group Member (as determined by the Board);
  • 4.2.4 poor performance or misconduct on the part of the relevant Participant (as determined by the Board);
  • 4.2.5 the discovery that the assessment of any Performance Target or other condition applicable to an Award was based on error, or inaccurate or misleading information;
  • 4.2.6 a material corporate failure in any Group Member; and
  • 4.2.7 any other reason that the Board considers appropriate,

occurring within the period beginning on the Date of Grant (or, in relation to an Award which is subject to a Performance Target, the first day of the Performance Period or such earlier date as the Board determines on or before the Date of Grant) or, in relation to a Deferred Share Award, the first day of the performance period relating to the relevant bonus under the Company's annual bonus plan and ending on the Relevant Clawback Date.

• 4.3 The Board may, in its discretion, determine at any time prior to the Relevant Clawback Date to:
  • 4.3.1 reduce (including to zero) the number of Shares to which an Award relates or may relate;
  • 4.3.2 impose further conditions on an Award;
  • 4.3.3 require a Participant to transfer for nil consideration some or all of the Shares delivered to him under the Award;
  • 4.3.4 require a Participant to make a cash payment to the Company in respect of some or all of the Shares or cash delivered to him under the Award;
  • 4.3.5 reduce the amount of any future bonus which would, but for the operation of this Rule 4, be payable to a Participant under any annual bonus plan operated by any Group Member;
  • 4.3.6 reduce the extent to which any rights to acquire Shares granted to a Participant under any Employees' Share Scheme (other than the Plan, any deferred bonus plan not approved by the Company's shareholders and any tax-advantaged share plan that is intended to comply with any of Schedules 2 to 5 of ITEPA) operated by any Group Member vest or become exercisable notwithstanding the extent to which any conditions imposed on such rights to acquire Shares have been satisfied; and/or
  • 4.3.7 reduce the number of Shares subject to any vested but unexercised right to acquire Shares granted to a Participant under any Employees' Share Scheme (other than the Plan, any deferred bonus plan not approved by the Company's shareholders and any tax advantaged share plan that is intended to comply with any of Schedules 2 to 5 of ITEPA) operated by any Group Member,

and the Board will have the discretion to determine the basis on which the amount of any cash, Shares and/or reduction is calculated including whether and if so to what extent to take account of any applicable tax or social security liability.

• 4.4 If the action or conduct of any Participant or Group Member is under investigation prior to the Relevant Clawback Date pursuant to this Rule 4 and such investigation has not yet been concluded by that date, the Relevant Clawback Date will be such later date as the Board considers appropriate to allow such investigation to be concluded.
• 4.5 The Board may decide to:

E2149.1 1008460660 1 ROC

• 4.5.1 reduce (including to zero) the number of Shares to which an Award relates or may relate;
• 4.5.2 impose further conditions on an Award;
• 4.5.3 require a Participant to transfer for nil consideration some or all of the Shares delivered to him under an Award; and/or
• 4.5.4 require a Participant to make a cash payment to the Company in respect of some or all of the Shares or cash delivered to him under an Award,

to effect the recovery of sums paid or Shares delivered under any provisions similar to this Rule 4 which are included in any bonus plan or share plan (other than the Plan) operated by any Group Member and if the Board decides to apply this Rule 4.5, the Board will have the discretion to determine the basis on which the amount of any cash, Shares and/or reduction is calculated including whether and if so to what extent to take account of any applicable tax or social security liability.

• 4.6 For the purposes of this Rule 4, references to Group Member include references to any former Group Member.
• 4.7 If the Board exercises its discretion in accordance with this Rule 4, it will confirm this in writing to each Participant thereby impacted.

5. Vesting, Release and Exercise of Awards

• 5.1 As soon as reasonably practicable after the end of the Performance Period relating to an Award, the Grantor shall determine the extent to which the Performance Target has been met and accordingly the extent to which the Award will Vest provided that the Board may, in its discretion, adjust (including by reducing to nil) the extent to which an Award would otherwise Vest if it considers that:
  • 5.1.1 such Vesting level materially deviates from the intention of the Directors' Remuneration Policy;
  • 5.1.2 such Vesting level is not appropriate in the context of circumstances that were unexpected or unforeseen at the Date of Grant;
  • 5.1.3 such Vesting level is materially misaligned with the Company's results over the Performance Period, taking into account such factors as the Board considers relevant; or
  • 5.1.4 such Vesting level has not been achieved within an acceptable risk profile.

For the avoidance of doubt, the provisions of this Rule 5.1 shall not apply to a Deferred Share Award.

• 5.2 Save as provided in Rules 7 and 8:
  • 5.2.1 Awards (other than Deferred Share Awards) shall Vest on the later of (i) the third anniversary of the Date of Grant; (ii) such date as is specified by the Grantor following its determination that the Performance Target has been met in accordance with Rule 5.1; and (iii) the date on which the Board determines whether an adjustment should be made in accordance with Rule 5.1, but in any case, only to the extent that the Performance Target (and any other conditions) imposed under Rule 2.1 or 2.2 have been met; and
  • 5.2.2 Deferred Share Awards shall Vest on the third anniversary of the Date of Grant.
• 5.3 Subject to Rules 7 and 8, an Award will be Released:
  • 5.3.1 in relation to an Award to which no Holding Period applies, the first Dealing Day immediately after the date on which it Vests in accordance with Rule 5.2 and;
  • 5.3.2 in relation to an Award to which a Holding Period applies, the first Dealing Day immediately after the end of the Holding Period,

unless, on the relevant Dealing Day stated above (i) such Release would contravene any Dealing Restrictions then in place, in which case the Award will be Released on the date such restriction lifts; or (ii) an investigation is ongoing pursuant to Rule 4, in which case the Award will be Released on such later date as the Board considers appropriate to allow such investigation to be concluded.

5.4 A Released Option may be exercised in whole or in part and such exercise shall be effected in such form or manner as the Grantor may determine. An Option may not be exercised at a time when Dealing Restrictions prevent such exercise.

6. Tax Liability

A Participant shall be responsible for, and indemnifies all relevant Group Members and the Trustee against, all Relevant Tax relating to his Award. Any Group Member and/or the Trustee may withhold an amount equal to such Relevant Tax from any amounts due to the Participant (to the extent such withholding is lawful) and/or make any other arrangements as it considers appropriate to ensure recovery of such Relevant Tax including, without limitation, the sale of sufficient Shares acquired pursuant to the Award to realise an amount equal to the Relevant Tax (and the payment of that amount to the relevant authorities in satisfaction of the Relevant Tax).

7. Cessation of Employment

Cessation of employment prior to Vesting of Award

• 7.1 If a Participant ceases to hold office or employment with a Group Member for any reason other than in accordance with Rule 7.2, any Award which has not Vested in accordance with Rule 5.2 or Rule 8 on the date of such cessation will lapse at that time.
• 7.2 If a Participant ceases to hold office or employment with a Group Member as a result of (i) death; (ii) ill-health, injury or disability, in each case as evidenced to the satisfaction of the Grantor; (iii) redundancy (within the meaning of the Employment Rights Act 1996); (iv) a company ceasing to be a Group Member or the transfer of an undertaking or part of an undertaking to a person who is not a Group Member; or (v) any other reason (except summary dismissal) determined at the discretion of the Grantor within two months of the date of cessation, any Award which has not Vested in accordance with Rule 5.2 or Rule 8 on the date of such cessation shall Vest and be Released as soon as reasonably practicable after the date of such cessation if the Board in its absolute discretion determines so, otherwise the Award shall continue and will Vest in accordance with Rule 5.2 and be Released in accordance with Rule 5.3 or on such earlier date as the Board may determine (being no earlier than the normal Vesting date in accordance with Rule 5.2) and in all cases (other than in respect of Deferred Share Awards):
  • 7.2.1 to the extent that the Performance Target has been satisfied at the relevant time;
  • 7.2.2 if the Board determines in its discretion that it is appropriate to do so, subject to an adjustment to the Vesting level, if the Board considers that any of the circumstances in Rules 5.1.1, 5.1.2, 5.1.3 and 5.1.4 apply at the relevant time, taking into account such factors as the Board considers relevant; and
  • 7.2.3 after applying a pro rata reduction to the number of Shares determined under Rule 7.2.1 based on the period of time after the Date of Grant and ending on the date of cessation relative to the period as the Grantor may determine on the Date of Grant as being the period at the end of which the Award shall Vest, unless the Board, acting fairly and reasonably, decides that the reduction in the number of Vested Shares under this Rule 7.2.3 is inappropriate in any particular case when it shall 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 7.2.1.

An Option may then be exercised, to the extent Vested in accordance with this Rule 7.2, during the period of:

• 7.2.4 in the case of death, twelve months following the date of Release; or
• 7.2.5 in all other cases, six months following the date of Release (or during such other period not exceeding twelve months following the date of Release as the Grantor may determine).

Cessation of employment on or after Vesting of Award

7.3 If a Participant ceases to hold office or employment with a Group Member for any reason (except summary dismissal, in which case that Award will lapse on the date of such cessation), any Award which has already Vested in accordance with Rule 5.2 will continue and, in the case of an Award that has not previously been Released, will, subject to Rule 8, be Released in accordance with Rule 5.3 or on such earlier date as the Board may determine (being no earlier than the normal Vesting date in accordance with Rule 5.2).

An Option may then be exercised during the period of six months (or such other period not exceeding twelve months as the Grantor may determine) from the later of the date of Release and the date on which the Participant ceases to hold office or employment with a Group Member.

Meaning of cessation of employment

• 7.4 For the purposes of the Plan, but subject to Rule 7.6 below, a person shall be treated as ceasing to hold an office or employment with a Group Member when their office or employment with a Group Member ceases.
• 7.5 For the purposes of the Plan, if the Grantor so determines, a Participant will not be treated as ceasing to hold an office or employment with a Group Member if such Participant is on an extended leave of absence (including for the avoidance of doubt a Participant on maternity or paternity leave), until the earlier of the date on which he notifies his employer of his intention not to return or the date on which he ceases to have any statutory or contractual rights to return to work.
• 7.6 Notwithstanding Rule 7.4 above, the Grantor may determine that a Participant will be treated for the purposes of these Rules as ceasing to be a director or employee of a Group Member when he gives or receives notice of termination of his employment or office (whether or not lawful).

8. Corporate Transactions

• 8.1 Subject to Rule 8.9 where any of the corporate events specified in Rules 8.2 to 8.7 inclusive occurs before an Award has Vested in accordance with Rule 5.2 or Rule 7, an Award (other than a Deferred Share Award which shall Vest and be Released in full) shall Vest and be Released pursuant to Rule 8.2, 8.3, 8.4, 8.5, 8.6 or 8.7 (as applicable):
  • 8.1.1 to the extent that the Performance Target has been satisfied at the date of the relevant corporate event (as determined by the Grantor);
  • 8.1.2 if the Board determines in its discretion that it is appropriate to do so, subject to an adjustment to the Vesting level, if the Board considers that any of the circumstances in Rules 5.1.1, 5.1.2, 5.1.3 and 5.1.4 apply, taking into account such factors as the Board considers relevant; and
  • 8.1.3 after applying a pro rata reduction to the number of Shares determined under Rule 8.1.1 based on the period of time after the Date of Grant and ending on the date of the relevant corporate event relative to the period of three years (or such longer period as the Grantor may determine on the Date of Grant), unless the Board, acting fairly and reasonably, decides that the reduction in the number of Vested Shares under this Rule 8.1.3 is inappropriate in any particular case when it shall 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 8.1.1.
• 8.2 Subject to Rules 8.1, 8.3, 8.5 and 8.8, if any person (either alone or together with any person acting in concert with him) obtains Control of the Company whether or not as a result of making a General Offer (or having obtained Control of the Company makes a General Offer) and, where there is a General Offer, any such General Offer is or becomes unconditional in all respects, Awards shall immediately Vest and be Released and Options may then be exercised (to the extent Vested) during the period of four weeks thereafter (or such other period as the Grantor may determine provided that an Option may not be exercised more than three months after the date that the Awards Release).
• 8.3 Subject to Rules 8.1 and 8.8, if any person becomes bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act 2006, Awards shall Vest and be Released on the date on which that person becomes so bound or entitled. Options may then be exercised (to the extent Vested) within the period of four weeks thereafter (or such other period as the Grantor may determine provided that an Option may not be exercised more than three months after the date that the Awards Release).
• 8.4 Subject to Rules 8.1, 8.5 and 8.8, if, under section 899 of the Companies Act 2006, the Court sanctions a compromise or arrangement between the Company and its members which if it becomes effective would result in a person obtaining Control of the Company or where the Grantor determines that Participants could be unfairly disadvantaged if the Awards did not Vest, Awards shall Vest and be Released on the date of such Court sanction and Options may then

be exercised (to the extent Vested) during the period of four weeks thereafter (or such other period as the Grantor may determine provided that an Option may not be exercised more than three months after the date that the Awards Release).

• 8.5 If the Grantor resolves that, in its reasonable opinion, there would be a loss of corporation tax deduction if Awards were to be Released on or following the event described in Rule 8.2 or 8.4 then the Grantor may resolve that the Awards shall be Released and Options become exercisable (to the extent Vested) in accordance with Rule 8.2 or 8.4 but from such earlier date as the Grantor shall specify.
• 8.6 Subject to Rule 8.1, if the Company passes a resolution for voluntary winding up, Awards shall immediately Vest and be Released and Options may then be exercised (to the extent Vested) within the period permitted by the Grantor provided that an Option may not be exercised more than three months after the date that the Awards are Released.
• 8.7 Subject to Rule 8.1 if the Company has been or will be affected by any demerger, dividend in specie, super dividend or other transaction which will adversely affect the current or future value of any Awards, the Grantor may, acting fairly and reasonably, determine the extent to which Awards should Vest and be Released (and the period within which Options may be exercised) (if at all).
• 8.8 In connection with one of the events described in Rules 8.2, 8.3 or 8.4;
  • 8.8.1 a Participant may, by agreement with the acquiring company, release any Award which has not lapsed ("the Old Award") in consideration of the grant to him of an Award ("the New Award") which is determined by the Grantor to be equivalent to the Old Award but relates to shares in a different company (whether the company which has obtained Control of the Company itself or some other company) within the period during which an Option would be exercisable in accordance with Rules 8.2, 8.3 or 8.4 or such longer period as the Grantor may specify not exceeding six months; or
  • 8.8.2 if the Grantor so determines that this sub-Rule shall apply, the Old Award shall not Vest but, with the agreement of the acquiring company, shall be automatically released in consideration of the grant of a New Award which is determined by the Grantor to be equivalent to the Old Award but relates to shares in a different company (whether the company which has obtained control of the Company itself or some other company).
• 8.9 In the event of an Internal Reorganisation, where the Grantor determines that this Rule 8.9 shall apply, an existing Award shall not Vest in accordance with Rules 8.2, 8.3 or 8.4 but, with the agreement of the Acquiring Company (as defined in the definition of "Internal Reorganisation"), shall be automatically released in consideration for the grant of a New Award which is determined by the Grantor to be equivalent to the Old Award but relates to shares in a different company (whether the Acquiring Company itself or some other company).
• 8.10 For the purposes of Rules 8.8 and 8.9 the provisions of the Plan shall be construed as if:
  • 8.10.1 the New Award is an Award granted under the Plan at the same time as the Old Award;
  • 8.10.2 unless the Grantor determines otherwise, the references to "the Company" are to the company over whose shares the New Award is granted in accordance with Rule 8.8 or 8.9 (as applicable);
  • 8.10.3 the Performance Target imposed under Rule 2.2 shall apply in its original form unless the Grantor determines in accordance with Rule 15.5 that it would be appropriate for such Performance Target to be varied or to be waived in full or in part; and
  • 8.10.4 the New Award shall not Vest, Release, become exercisable nor lapse by virtue of the event pursuant to which it was granted.

9. Lapse of Awards

• 9.1 Awards shall lapse on the occurrence of the earliest of the following events:
  • 9.1.1 in the case of Options, in relation to an Option to which no Holding Period applies, on the fifth anniversary of the Date of Grant (unless the Grantor specifies any other date at the Date of Grant) and in relation to an Option to which a Holding Period applies, on the seventh anniversary of the Date of Grant (unless the Grantor specifies any other date at the Date of Grant);
• 9.1.2 on the date on which Awards would Vest under Rule 5.2, to the extent that they do not Vest on that date;
• 9.1.3 pursuant to Rules 7.1 or 7.2, at the time, and to the extent that, the Grantor determines that the Award shall not Vest;
• 9.1.4 in the case of Options, the expiry of any period specified under Rule 7.2 or 7.3;
• 9.1.5 subject to Rule 8, the Participant ceasing to hold an office or employment with a Group Member in any circumstances except where Rules 7.2 or 7.3 apply;
• 9.1.6 pursuant to Rule 8 at the time, and to the extent, that the Grantor determines that the Award shall not Vest pursuant to Rule 8.1 save where the Award is released in consideration of the grant of a New Award pursuant to Rule 8.8 or 8.9;
• 9.1.7 in the case of Options, the expiry of any of the periods of exercise set out in Rule 8 (whichever shall be the earliest), save where an Option is to be released in consideration for the grant of a new Option pursuant to Rule 8.8.1 then the expiry of the period during which the Option may be released in consideration for the grant of a new Option set out in Rule 8.8.1;
• 9.1.8 the making of an order by the Court for the compulsory winding-up of the Company;
• 9.1.9 the Participant being deprived of the legal or beneficial ownership of the Award by operation of law, or doing or omitting to do anything which causes him to be so deprived;
• 9.1.10 the Participant being declared bankrupt; and
• 9.1.11 the Participant purporting to transfer or dispose of his Award or any part of it other than in accordance with Rule 2.8.

10. Issue and Transfer of Shares

• 10.1 Subject to Rules 2.11, 10.3 and 11, where an Award (other than in the form of an Option) has been Released, or an Option has been exercised, the Grantor shall, within thirty days thereafter, procure the issue or transfer to the Participant (or his nominee) of the number of Shares in respect of which the Award has been Released or been exercised (as applicable) provided that the Grantor is satisfied that any Relevant Tax due to be reimbursed or paid or, where relevant, appropriate arrangements have been made for such reimbursement or payment.
• 10.2 Shares to be issued pursuant to the Plan will rank pari passu in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of issue.
• 10.3 The issue or transfer of Shares under this Plan shall be subject to obtaining any approval or consent required by the United Kingdom Listing Authority (or other relevant authority), any code adopted by the Company in relation to directors' dealings in securities or any applicable laws or regulations (whether in the UK or overseas).
• 10.4 If and so long as the Shares are admitted to trading on a Recognised Exchange the Company shall apply to the relevant authority of that Recognised Exchange for admission to trading of any Shares issued pursuant to the Plan as soon as practicable after the allotment thereof.
• 10.5 Subject to Rule 14.3 the Company shall pay any stamp duty arising on the transfer of Shares under this Plan.

11. Cash Alternative

• 11.1 At any time before Shares have been issued or transferred to the relevant Participant in accordance with Rule 10.1 in connection with the Release of an Award (other than in the form of an Option) or the exercise of an Option, the Grantor may determine that, in substitution of the relevant Participant's right to acquire such number of those Shares as the Grantor may decide (but in full and final satisfaction of that right), he shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 11.2 below) of that number of Shares in accordance with the following provisions of this Rule 11.
• 11.2 For the purposes of this Rule, the "cash equivalent" of a Share in respect of which a determination has been made by the Grantor pursuant to Rule 11.1 shall be:
  • 11.2.1 in the case of an Award (other than in the form of an Option), its Market Value on the date on which it would otherwise have been issued or transferred to the relevant Participant in accordance with Rule 10.1; and
• 11.2.2 in the case of an Option, its Market Value on the date on which that Option is exercised.
• 11.3 Any amount payable to a Participant following a determination by the Grantor pursuant to Rule 11.1 shall be paid by or on behalf of the Grantor on or as soon as reasonably practicable after the date on which the Shares to which the payment in question relates would otherwise have been issued or transferred to the relevant Participant in accordance with Rule 10.1.
• 11.4 As soon as reasonably practicable after the Grantor has determined pursuant to Rule 11.1 that a Participant shall be paid a sum in substitution for his right to acquire any number of Shares on the exercise of a Nominal Value Option then, where the Participant has paid the exercise price for such Shares, the Company shall return, or procure the return, of such exercise price to him.
• 11.5 There shall be deducted from any cash equivalent payable under this Rule 11 such amount (on account of tax, social security contributions or similar duties) as may be required by law or as the Grantor may reasonably consider to be necessary or desirable.
• 11.6 This Rule 11 shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 11 would cause:
  • 11.6.1 the grant of the Award to be unlawful or for it to fall outside any applicable securities law exclusion or exemption; or
  • 11.6.2 adverse tax or social security contribution consequences for the Participant or any Group Member, as determined by the Grantor.

12. Dividend Equivalents

• 12.1 The Grantor may decide on or before the grant of an Award that either:
  • 12.1.1 a Participant (or his nominee) 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 Date of Grant and a date no later than the date of Release (as determined by the Board). The Grantor shall decide the basis on which the value of such dividends shall be calculated which may assume the reinvestment of dividends. The Grantor may also decide at this time whether the Dividend Equivalent shall be provided to the Participant in the form of cash and/or Shares. The Dividend Equivalent shall be provided in accordance with Rules 12.2 to 12.4; or
  • 12.1.2 it shall grant an Award on terms where the number of Shares comprised in an Award shall increase by deeming dividends that would have been paid on such Shares in respect of dividend record dates occurring within the period between the Date of Grant and a date no later than the date of Release (as determined by the Board) to have been reinvested in additional Shares on such terms (as to the inclusion or exclusion of any dividend tax credit, the price at which any such additional Shares shall be deemed to have been purchased or otherwise) as the Grantor shall decide.
• 12.2 If the Grantor decided under Rule 12.1 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 Grantor shall make such decision on or before the Release of the Award.
• 12.3 The Grantor, 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.
• 12.4 The provision of the Dividend Equivalent to the Participant shall be made as soon as practicable after the issue or transfer of Vested Shares and:
  • 12.4.1 in the case of a cash payment, shall be subject to such deductions (on account of tax or similar liabilities) as may be required by law or as the Grantor may reasonably consider to be necessary or desirable; or
  • 12.4.2 in the case of a provision of Shares, Rule 6 shall apply as if such provision was the Vesting of an Award.

13. Adjustments

13.1 The number of Shares subject to an Award (and where an Award has Vested or, in the case of an Option, has been exercised, but no Shares have been allotted or transferred, the number of Shares which may be so allotted or transferred) may be adjusted in such manner as the Grantor may, in its reasonable opinion, consider to be fair and appropriate following any capitalisation issue, demerger, any offer or invitation made by way of rights issue, subdivision, consolidation, reduction, other variation in the share capital of the Company or any other exceptional event which in the reasonable opinion of the Grantor justifies such an adjustment.

13.2 Notice of any adjustments made pursuant to Rule 13.1 may be given to the Participants by the Grantor.

14. Administration

• 14.1 The Plan shall be administered by the Remuneration Committee. The Remuneration Committee shall have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt such regulations for administering the Plan. Decisions of the Remuneration Committee shall be final and binding on all parties.
• 14.2 Any notice or other communication under or in connection with the Plan may be given by personal delivery or by sending the same by electronic means or post, in the case of a company to its registered office for the attention of the company secretary), and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment, and where a notice or other communication is given by post, it shall be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice.
• 14.3 The Participating Companies shall bear the costs of administering the Plan in such proportions as may be determined by the Remuneration Committee.
• 14.4 The Company and any Subsidiary of the Company may provide money to the trustees 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 UK company law. In addition, the Company may require any Subsidiary to enter into such other agreement or agreements as it shall deem necessary to oblige such Subsidiary to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly in respect of such Subsidiary's employees.

15. Alterations

• 15.1 Subject to Rules 15.2, 15.4 and 15.6, the Remuneration Committee may at any time (but only with the prior consent of the Trustees if there are subsisting Awards which they have made, have agreed to satisfy or which will be affected by the alteration or addition) alter or add to all or any of the provisions of the Plan in any respect.
• 15.2 Subject to Rule 15.3, no alteration, deletion or addition to the material advantage of Participants shall be made under Rule 15.1 to:
  • 15.2.1 the persons to whom Awards may be granted under the Plan;
  • 15.2.2 the limitations on the number of Shares which may be issued under the Plan;
  • 15.2.3 the individual limits on participation in the Plan;
  • 15.2.4 the basis for determining a Participant's entitlement to, and the terms of, Shares or cash provided under the Plan;
  • 15.2.5 the rights of Participants under Rule 13; and
  • 15.2.6 the terms of this Rule 15.2;

without the prior approval by ordinary resolution of the members of the Company in general meeting.

15.3 Rule 15.2 shall not apply to any alteration which relates solely to the Performance Target or to any minor alteration, deletion or addition which is to benefit the administration of the Plan or is necessary or desirable to take account of any change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment for any Group Member or Participant.

• 15.4 Subject to Rule 15.6, no alteration or addition shall be made under Rule 15.1 which would materially abrogate or adversely affect the subsisting rights of a Participant unless all of the Participants who would be affected by the proposed alteration, deletion or addition have been invited to indicate whether or not they approve the proposed alteration or addition and the proposed alteration or addition is approved by at least 75 per cent. of the Participants who have provided such an indication.
• 15.5 The Grantor may vary or amend the Performance Target applicable to an Award provided that any such variation or amendment is in accordance with the terms of such Performance Target or events have happened which cause the Grantor, acting fairly and reasonably, to consider that a varied or amended Performance Target would be appropriate (taking into account the interests of the shareholders of the Company) and that the varied or amended Performance Target would not be materially more or less difficult to satisfy than the existing Performance Target would have been had the relevant event not occurred.
• 15.6 Notwithstanding any other provision of the Plan other than Rule 15.1, the Remuneration Committee may, in respect of Awards granted to Participants who are or who may become subject to taxation outside the United Kingdom on their remuneration, amend or add to the provisions of the Plan and the terms of Awards as it considers necessary or desirable to take account of or to mitigate or to comply with relevant overseas taxation, securities or exchange control laws provided that the terms of Awards granted to such Participants are not overall more favourable than the terms of Awards granted to other Participants and that any Shares made available under such plans shall count towards the limits set out in Rule 3.

16. Legal Entitlement

• 16.1 For the purposes of this Rule, "Employee" means any Participant, Eligible Employee or any other person.
• 16.2 This Rule 16 applies:
  • 16.2.1 whether the Grantor has full discretion in the operation of the Plan, or whether the Grantor could be regarded as being subject to any obligations in the operation of the Plan;
  • 16.2.2 during an Employee's employment or employment relationship; and
  • 16.2.3 after the termination of an Employee's employment or employment relationship, whether the termination is lawful or unlawful.
• 16.3 Nothing in the Plan or in any instrument executed pursuant to it forms part of the contract of employment or employment relationship of an Employee nor will it confer on any person any right to continue in employment, nor will it affect the right of any Group Member to terminate the employment of any person without liability at any time with or without cause, nor will it impose upon the Grantor or any other person any duty or liability whatsoever (whether in contract, tort or otherwise) in connection with:
  • 16.3.1 the lapsing of any Award pursuant to the Plan;
  • 16.3.2 the failure or refusal to exercise any discretion under the Plan; and/or
  • 16.3.3 an Employee ceasing to hold office or employment for any reason whatever.
• 16.4 Awards shall not (except as may be required by taxation law) form part of the emoluments of individuals or count as wages or remuneration for pension or other purposes.
• 16.5 The rights and obligations arising from the employment relationship between the Employee and any Group Member are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment or a continued employment relationship.
• 16.6 Any Employee who ceases to be an officer or employee with any Group Member as a result of the termination and/or giving of notice of termination of his office or employment for any reason and however that termination and/or giving of notice of termination occurs, whether lawfully or otherwise, shall not be entitled and shall be deemed irrevocably to have waived any entitlement by way of damages for dismissal or by way of compensation for loss of office or employment or otherwise to any sum, damages or other benefits to compensate that Employee for the loss or alteration of any rights, benefits or expectations in relation to any Award, the Plan or any instrument executed pursuant to it.
• 16.7 No Employee is entitled to participate in the Plan, or be considered for participation in it, at a particular level or at all. The grant of Awards on a particular basis in any year does not create any right to or expectation of the grant of Awards on the same basis, or at all, in any future year.
• 16.8 Without prejudice to an Employee's rights arising pursuant to a granted Award (subject to and in accordance with the express terms of the Award and the Rules), no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to an Award. Any and all discretion, decision or omissions relating to an Award may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the Employee and any Group Member, including any implied duty of trust and confidence and any such implied term is excluded and overridden by this Rule.
• 16.9 No Employee has any right to compensation for any loss in relation to the Plan, including:
  • 16.9.1 any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);
  • 16.9.2 any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision;
  • 16.9.3 the operation, suspension, termination or amendment of the Plan.
• 16.10 Participation in the Plan is permitted only on the basis that the Employee accepts all the provisions of the Rules, including in particular this Rule. By participating in the Plan, an Employee waives all rights under the Plan, other than rights arising pursuant to a granted Award (subject to and in accordance with the express terms of the Award and the Rules), in consideration for, and as a condition of, the grant of an Award under the Plan.
• 16.11 Each of the provisions of this Rule is entirely separate and independent from each of the other provisions. If any provision is found to be invalid then it will be deemed never to have been part of these Rules and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.

17. General

• 17.1 The Plan shall terminate upon the tenth anniversary of its approval by the Company or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Plan shall be without prejudice to the subsisting rights of Participants.
• 17.2 The personal data of any Eligible Employee, Participant or former Participant may be processed in connection with the operation of the Plan in accordance with the Company's prevailing data protection policy and as notified to Eligible Employees in accordance with the GDPR.
• 17.3 No third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan (without prejudice to any right of a third party which exists other than under that Act).
• 17.4 These Rules shall be governed by and construed in accordance with the laws of England and Wales. Any person referred to in this Plan submits to the exclusive jurisdiction of the English courts.