Remuneration Information • May 21, 2024
Remuneration Information
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Shareholder approval: [●] June 2024
Board adoption: [●] June 2024 Plan expires: 22nd June 2030
PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH T: +44 (0) 20 7583 5000, F: +44 (0) 20 7822 4652, www.pwc.co.uk PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.PricewaterhouseCoopers LLP is authorised and regulated by
| 1. | Grant of Awards | 1 |
|---|---|---|
| 2. | Plan limits | 2 |
| 3. | Individual limit | 3 |
| 4. | Award Price | 4 |
| 5. | Performance Target and conditions | 4 |
| 6. | Malus | 5 |
| 7. | Clawback | 5 |
| 8. | Vesting of Awards (and exercise of Options) | 8 |
| 9. | Holding Period | 10 |
| 10. Vesting of Awards (and exercise of Options) in special circumstances | 11 | |
| 11. | Takeover and other corporate events | 13 |
| 12. Exchange of Awards | 15 | |
| 13. Lapse of Awards | 15 | |
| 14. Adjustment of Awards on Reorganisation | 16 | |
| 15. Tax and social security withholding | 16 | |
| 16. Rights and listing of Plan Shares | 17 | |
| 17. | Relationship of the Plan to contract of employment | 17 |
| 18. Administration of the Plan | 17 | |
| 19. Amendment of the Plan | 18 | |
| 20. Notices | 19 | |
| 21. Governing law and jurisdiction | 20 | |
| 22. Interpretation | 20 | |
| : United Kingdom – CSOP Options | 23 |
Subject to Rules 1.5, 1.6, 1.7 and 18.3, the Grantor may from time to time grant Awards to Eligible Employees.
Subject to the Rules, the Grantor will in its absolute discretion decide whether or not any Awards are to be granted at any particular time and, if they are, to whom they are granted and the terms of such Awards. Where Awards are not granted by the Board, the terms must be approved in advance by the Board.
Where the Company has in place a Directors' Remuneration Policy approved by the Company in general meeting, the terms of an Award to be granted to an Eligible Employee who is a director of the Company must fall within the scope of the Directors' Remuneration Policy most recently approved by the Company in a general meeting. Such terms may include by way of example but without limitation any relevant individual limit in Rule 3 and any Performance Target set under Rule 5.
An Award shall be granted by the Grantor passing a resolution. The Award Date shall be the date on which the Grantor passes the resolution or any later date specified in the resolution and allowed by Rule 1.5. The grant of an Award shall be evidenced by a deed executed by or on behalf of the Grantor.
An Award Certificate shall be issued to each Award Holder as soon as reasonably practicable following the grant of the Award setting out details of the Award determined in accordance with Rule 1.4.
The Grantor shall, at the time of grant, determine:
The Grantor may grant an Award in any number of tranches, where the terms (as referred to in this Rule) are different. In these circumstances, the Rules will be interpreted as if each tranche was a standalone Award.
Subject to Rule 1.6, the Grantor may grant Awards only during the 42 days beginning on:
the day after the announcement of the Company's results, including a preliminary announcement, for any period through a Regulatory Information Service;
any day on which the Board determines that circumstances are sufficiently exceptional to justify the grant of the Award at that time; or
Awards may not be granted:
An Award may only be granted to an individual who is an Eligible Employee at the Award Date. Unless the Board decides otherwise, an Award will not be granted to an Eligible Employee who on or before the Award Date has given or received notice of termination of employment (whether or not lawful).
The Grantor may require an Eligible Employee who is (or is to be) granted an Award to confirm his or her acceptance of the Rules and the terms of any Award granted to him or her 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 or she does so agree in writing.
An Award Holder may by notice in writing to the Company within 30 days after the Award Date say he or she does not want his or her Award in whole or part. In such a case, the Award shall to that extent be treated as never having been granted.
An Award Holder shall not be required to make payment for the grant of an Award unless the Board determines otherwise. Where an Award Holder refuses his or her Award pursuant to the terms of Rule 1.9, no payment in connection with the refusal is required from the Award Holder or the Grantor.
An Award shall be personal to the Award Holder and, except in the case of the death of an Award Holder, an Award shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Award Holder purports to transfer, charge or otherwise alienate the Award.
The aggregate number of Plan Shares over which Awards may be granted shall be limited as set out in this Rule 2.
An Award may not be granted if the result of granting the Award would be that the aggregate number of Plan Shares issued or committed to be issued in the preceding 10-year period under:
would exceed 10 per cent of the Company's issued ordinary share capital at that time.
For the purpose of the limit contained in this Rule 2:
If the granting of an Award would cause the limit in this Rule 2 to be exceeded, such Award shall take effect as an Award over the maximum number of Plan Shares which does not cause the limit to be exceeded. If more than one Award is granted on the same Award Date, the number of Plan Shares which would otherwise be subject to each Award shall be reduced pro rata.
The number of Plan Shares over which Awards may be granted to any one Eligible Employee shall be limited as set out in this Rule 3.
An Award must not be granted to an Eligible Employee if the result of granting the Award would be that, at the proposed Award Date, the Market Value of the Plan Shares subject to that Award, when aggregated with the Market Value of the Plan Shares subject to any other Award granted to him or her in the same Financial Year, would exceed 100 per cent of his or her Annual Remuneration.
The limit as set out in this Rule 3.2 shall not apply to Buy-Out Awards.
For the purpose of this Rule 3.2:
The Market Value of Plan Shares subject to an Award shall be measured on the date on which that Award was granted.
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 Board may reasonably select.
If the grant of an Award would cause the limit in Rule 3.2 to be exceeded, such Award shall take effect as an Award over the maximum number of Plan Shares which does not cause the limit to be exceeded.
The Award Price (if any) shall be determined by the Grantor and may be any price.
Where the Grantor has determined that an Award will be satisfied by the issue of new shares and the Award Price per Plan Share is less than the nominal value of a Plan Share, the Company will ensure that at the time of the issue of the Plan Shares arrangements are in place to pay up at least the nominal value of the relevant Plan Shares.
The Vesting of an Award and the extent to which it Vests will be subject to the satisfaction of any applicable Performance Target and any other conditions set by the Grantor on or before the Award Date.
The Grantor may in addition adjust the level of Vesting of an Award upwards or downwards (including for the avoidance of doubt to nil) after the application of any Performance Target and/or any other conditions set by the Grantor if in its opinion:
Any Performance Target and any other condition imposed under Rule 5.1 shall be:
The Grantor may waive or change any Performance Target, or any condition imposed under Rule 5.1 in accordance with its terms.
If an event occurs which causes the Grantor to consider that any Performance Target and/or any other conditions imposed under Rule 5.1 subject to which an Award has been granted is no longer appropriate, the Grantor may substitute, vary or waive that Performance Target and/or any other conditions in such manner (and make such consequential amendments to the Rules) as:
The Award shall then take effect subject to the Performance Target and/or any other conditions as substituted, varied or waived.
The Grantor shall, as soon as practicable, notify each Award Holder concerned of any determination made by it under Rule 5.3.
Notwithstanding any other provision of the Rules, the Board may, at (or at any time before) the Vesting of an Award to which the Grantor has specified under Rule 1.4 that this Rule 6 applies, cancel or reduce the number of Plan Shares subject to an Award in whole or in part (including, for the avoidance of doubt, to nil) or impose additional conditions on the Award in the following circumstances:
In determining any reduction which should be applied under this Rule 6, the Board shall act fairly and reasonably but its decision shall be final and binding.
For the avoidance of doubt, any reduction under this Rule 6 may be applied on an individual basis as determined by the Board. Whenever a reduction is made under this Rule 6, the relevant Award shall be treated as having lapsed to that extent.
In this Rule 7, Trigger Events means:
action or conduct of an Award Holder which, in the reasonable opinion of the Board, amounts to fraud or gross misconduct; and/or
events or behaviour of an Award Holder have led to the censure of a Group Member by a regulatory authority or have had a significant detrimental impact on the reputation of any Group Member provided that the Board is satisfied that the relevant Award Holder was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to him; and/or
Notwithstanding any other provision of the Rules, if at any time during the period of two years following the Vesting of an Award to which the Board has specified under Rule 1.4 that this Rule 7 applies a Trigger Event occurs, then:
If an investigation into the conduct or actions of any Award Holder or any Group Member has started before the second anniversary of Vesting of an Award, the Board may, in its absolute discretion, determine that the provisions of Rules 7.3 to 7.9 may be applied to an Award until such later date as the Board may determine to allow that investigation to be completed.
Where Rule 7.2 applies, the Board may in its absolute discretion require the relevant Award Holder to:
less in each case the amount of tax and social security contributions actually paid (or due to be paid) by the Award Holder in respect of the acquisition of the Plan Shares and/or payment of cash in respect of an Award.
In addition to the obligation of the Award Holder as described above, the Award Holder shall use his or her best endeavours to seek and obtain repayment or credit from HMRC or any relevant overseas tax authority of the tax and social security contributions paid on the Award Holder's behalf in relation to the Award as soon as reasonably practicable and to notify the Company of such claim and/or receipt of any credit or payment from HMRC (or any relevant overseas tax authority) in this regard. Following such notification, the Company will be entitled to require the Award Holder to make a payment to it within 30 days of an amount equivalent to the amount of any payment or credit received from HMRC (or any relevant overseas tax authority).
By accepting the grant of an Award, the Award Holder authorises the Company or such other Group Member as may be the employer of the Award Holder to make deductions from any payment owing to him or her including but not limited to salary, bonus, holiday pay or otherwise in respect of any sum which would otherwise be payable by the Award Holder under this Rule 7.
Any transfers, payments or repayments to be made by the Award Holder under this Rule 7 shall be made within 30 days of the date the Award Holder is notified in writing of the transfer required or the amount due, as appropriate.
In addition to or in substitution for the actions described above that the Board may take under Rule 7.3 (the Actions), the Board may:
provided that the total amount represented by:
shall not, in the Board's reasonable opinion, exceed the amount represented by any transfer and any amount or value which would have been due if the Board had only carried out the Actions.
Where Rule 7.2 applies and the Award takes the form of an Option which the Award Holder has not exercised in full, the Board may in its absolute discretion reduce the number of Plan Shares which remain subject to such Option (including, for the avoidance of doubt, to nil). In addition to or in substitution for reducing such Option, the Board may take any of the actions set out in Rules 7.7.1 to 7.7.4 provided that the total amount represented by reductions under Rules 7.7.1 to 7.7.4 and any reduction of the Option under this Rule 7.8 shall not, in the Board's reasonable opinion, exceed the amount which would have been represented by the reduction of the Option only.
In carrying out any action under this Rule 7, the Board shall act fairly and reasonably but its decision shall be final and binding.
For the avoidance of doubt, any action carried out under this Rule 7 may be applied on an individual basis as determined by the Board. Whenever a reduction of an award, right to acquire Plan Shares or option is made under this Rule 7, the relevant award, right to acquire Plan Shares or option shall be treated to that extent as having lapsed.
The Board may determine at any time to reduce the number of Plan Shares subject to an Award (including, for the avoidance of doubt, to nil) either:
The value of any reduction under Rule 7.10.1 shall be determined in accordance with the terms of the relevant Clawback Provisions in the relevant Employees' Share Scheme or bonus plan as interpreted by the Board in its absolute discretion.
The value of any reduction under Rule 7.10.2 shall be determined as if the terms of the relevant Clawback Provisions in the relevant Employees' Share Scheme or bonus plan applied as interpreted by the Board in its absolute discretion.
An Award Holder may not transfer, pledge, charge or assign or otherwise dispose of their rights under the Plan, which are personal to them, except as provided by the Rules. If an Award Holder shall do, suffer or permit any such restricted act in relation to any of their Awards, such Award shall lapse immediately.
Subject to Rules 5, 10 and 11, an Award will Vest on the later of:
The Grantor may determine that Vesting of the Award shall be delayed until any relevant investigation or other procedure relevant to an event falling within the scope of Rule 6 or Rule 7 has been completed.
Subject to the Rules, the effect of an Award Vesting shall be:
Where the Vesting of an Award is prevented by any Dealing Restriction, the Vesting of that Award shall be delayed until the Dealing Restriction no longer prevents it. Plan Shares may not be issued or transferred to an Award Holder while Dealing Restrictions prevent such issue or transfer. In the case of an Option, the Option may not be exercised while Dealing Restrictions prevent such exercise.
Where the Company has in place a Directors' Remuneration Policy:
the Vesting of an Award held by an Award Holder who is or was a director of the Company;
must where relevant fall within the scope of the Directors' Remuneration Policy most recently approved by the Company in a general meeting prior to the relevant event in paragraphs 1 to 3 above.
Subject to Rule 10, an Award shall Vest and an Option may be exercised only while the Award Holder is in Relevant Employment and if an Award Holder ceases to be in Relevant Employment, any Award granted to him or her shall lapse on cessation. This Rule 8.4 shall apply where the Award Holder ceases to be in Relevant Employment in any circumstances (including, in particular, but not by way of limitation, where the Award Holder is dismissed unfairly, wrongfully, in breach of contract or otherwise).
An Award Holder who has given or received notice of termination of Relevant Employment (whether or not lawful) may not exercise an Option during any period when the notice is effective and an Award granted to him or her shall not Vest during this period, unless the Board determines otherwise. If an Award would otherwise have Vested during this period, and the notice is withdrawn by the relevant party, subject to the Rules the Award will Vest when the notice is withdrawn.
Subject to Rules 8.3, 8.4 and 15, a Vested Option may be exercised in whole or in part at any time. If exercised in part, the unexercised part of the Option shall not lapse as a result and shall remain exercisable until such time as it lapses in accordance with the Rules.
An Option shall be exercised by the Award Holder giving notice to the Grantor (or any person appointed by the Grantor) in the form from time to time prescribed by the Board, which may include (for the avoidance of doubt) any electronic and/or online notification. Such notice shall specify the number of Plan Shares in respect of which the Option is being exercised, and be accompanied by either the Award Price (if any) in full or confirmation of arrangements satisfactory to the Grantor for the payment of the Award Price, together with any payment and/or documentation required under Rule 15 and, if required, the Award Certificate.
For the avoidance of doubt, the date of exercise of an Option shall be the later of the date of receipt of a duly completed valid notice of exercise (or any later date as may be specified in that notice of exercise) and the date of compliance with the requirements of the first paragraph of this Rule 8.6.
Subject to Rules 8.3, 8.8 and 15 and to any necessary consents and to compliance by the Award Holder with the Rules, the Grantor shall as soon as reasonably practicable and in any event not later than 30 days after:
Subject to Rule 15, the Grantor may on exercise of an Option:
make a cash payment as soon as reasonably practicable following exercise of the Option to the Award Holder equal to the Gain on the date of exercise of the Option; or
arrange for the issue or transfer to the Award Holder of Plan Shares with a Market Value equal to the Gain on the date of exercise of the Option (rounded down to the nearest whole Plan Share). The Award Holder shall not be required to make payment for these Plan Shares.
Subject to Rule 15, the Grantor may on the Vesting of a Conditional Share Award make a cash payment as soon as reasonably practicable following Vesting to the Award Holder equal to the Market Value of the Plan Shares in respect of which the Conditional Share Award has Vested, less the Award Price (if any).
Where the Grantor settles an Award in the manner described in this Rule 8.8, this shall be in full and final satisfaction of the Award Holder's rights under the Award.
An Award may include the right to receive an amount in Plan Shares or cash on or following Vesting (or if there is a Holding Period and the Grantor so specifies, following the end of the Holding Period) equal in value to the dividends which were payable on the number of Plan Shares in respect of which the Award has Vested during the period between the Award Date and the date of Vesting (or in the case of an Option the number of Plan Shares subject to the Option shall be increased as at the date of Vesting by the relevant value in Plan Shares).
The Grantor may determine at its absolute discretion whether or not the method used to calculate the value of dividends shall assume that such dividends have been reinvested into Plan Shares, on such basis as the Grantor determines.
The Grantor may decide at any time not to apply this Rule 8.9 to all or any part of a special dividend or dividend in specie.
In this Rule 9:
Holding Period Holder means a trustee or nominee designated by the Grantor in accordance with this Rule 9; and
Holding Period Shares means Plan Shares which are or were the subject of an Award to which a Holding Period applies and in respect of which the Holding Period has not ended in accordance with this Rule 9.
This Rule 9 applies to the extent that some or all of the Plan Shares acquired on Vesting of an Award (or exercise of an Option) are subject to a Holding Period.
Instead of arranging for the issue or transfer of the Holding Period Shares to the Award Holder on Vesting of a Conditional Share Award or exercise of an Option under Rule 8.7, the Board may arrange for the Holding Period Shares to be issued or transferred to the Holding Period Holder, as designated by the Board, to be held for the benefit of the Award Holder. Any balance of the Plan Shares in respect of which an Award Vests or is exercised will be issued or transferred as described in Rule 8.7.
The Award Holder or Holding Period Holder may not transfer, assign or otherwise dispose of any of the Holding Period Shares or any interest in them (and the Award Holder may not instruct the Holding Period Holder to do so) during the Holding Period except in the following circumstances:
Ceasing Relevant Employment during the Holding Period will have no impact on the provisions of this Rule 9, unless the Board otherwise decides, save where cessation is by reason of death in which case the Holding Period shall immediately be deemed to have ended.
For the avoidance of doubt, Rule 7 shall apply to the Holding Period Shares in the same way that it applies to any Plan Shares acquired by an Award Holder following Vesting of an Award or exercise of an Option which are not Holding Period Shares.
Subject to the provisions of this Rule 9, the Holding Period will end on the earliest of the following:
If an Award Holder dies, a proportion of each Award held by him or her which has not Vested will Vest immediately. The proportion of each Award which shall Vest shall be determined by the Board at its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the satisfaction of any Performance Target as at the date of death and any other conditions imposed under Rule 5.1.
Alternatively, the Board may decide that an Award held by the Award Holder which has not yet Vested will continue until the normal time of Vesting in which case any Performance Target and/or any other conditions imposed under Rule 5.1 shall be considered at the time of Vesting.
Unless the Board in its absolute discretion decides otherwise (and irrespective of the time at which the Board has determined that the Award will Vest under this Rule 10.1), the number of Plan Shares which Vest will be reduced pro rata to reflect the number of whole months from the Award Date until the date of death as a proportion of the original Vesting Period.
In the case of an Option, if an Award Holder dies, his or her personal representatives (having established title to the satisfaction of the Company) shall be entitled to exercise the Vested proportion of his or her Option (whether Vested under this Rule or otherwise) at any time during the 12 month period following death, or, if later, following Vesting or, in either case, during such other longer period as the Board determines. The Option shall lapse at the end of such period.
If an Award Holder ceases to be in Relevant Employment by reason of:
injury, ill-health or disability evidenced to the satisfaction of the Board;
any Award held by him or her which has not Vested will continue until the normal time of Vesting and any Performance Target and/or any other conditions imposed under Rule 5.1 shall be considered at the time of Vesting.
Alternatively, the Board may decide that an Award will Vest immediately in which case the proportion of the Award which shall Vest will be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the satisfaction of any Performance Target as at the time of cessation and any other conditions imposed under Rule 5.1.
Unless the Board in its absolute discretion decides otherwise (and irrespective of the time at which the Board has determined that the Award will Vest under this Rule 10.2), the number of Plan Shares which Vest will be reduced pro rata to reflect the number of whole months from the Award Date until the date of cessation of Relevant Employment as a proportion of the original Vesting Period.
In the case of an Option, the Award Holder shall be entitled to exercise the Vested proportion of his or her Option (whether Vested under this Rule or otherwise) at any time during the period ending 6 months following cessation of Relevant Employment or, if later, following Vesting or, in either case, during such other longer period as the Board determines. The Option shall lapse at the end of such period.
If it is proposed that an Award Holder, while continuing to be in Relevant Employment, should work in a country other than the country in which he or she is currently working and, by reason of the change, the Award Holder would:
the Board may, in its absolute discretion, determine that an Award will Vest immediately either in full or to the extent determined by the Board in its absolute discretion and subject to such conditions as it may require taking into account such factors as the Board may consider relevant including, but not limited to, the period of time the relevant Award has been held and the extent to which any Performance Target and any other conditions imposed under Rule 5.1 have been met. Where the Award is an Option and has become Vested pursuant to this Rule 10.3, the Award Holder may exercise his or her Vested Option at any time during the period beginning 3 months before the proposed date of his or her transfer and ending 3 months after the date of his or her actual transfer. If not so exercised, the Option shall not lapse but shall cease to be treated as having Vested and shall continue in force in accordance with the Rules.
For the purposes of the Plan, an Award Holder shall not be treated as ceasing to be in Relevant Employment until he or she no longer holds any office or employment with any Group Member. In addition, unless the Board otherwise decides an Award Holder shall not be treated as so ceasing if within 7 days, he or she recommences employment or becomes an office holder with any Group Member.
The Board may determine that an Award Holder will be treated as ceasing to be in Relevant Employment when he or she gives or receives notice of termination of his or her employment (whether or not lawful).
In the case of an Option:
Subject to Rule 12, where a person obtains Control of the Company as a result of making an offer to acquire Plan Shares, Awards shall Vest on the date the person obtains Control as set out below.
The proportion of an Award which shall Vest will be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the time the Award has been held by the Award Holder and having regard to any Performance Target and/or any other conditions imposed under Rule 5.1.
In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 11.1 or otherwise) may be exercised at any time during the period of 6 months (or, if the Board determines a longer period shall apply, that period) beginning with the time when the person making the offer has obtained Control. The Option shall lapse at the end of such period unless the Board determines that a longer period for exercise shall apply, in which case the Option shall continue in force until the end of such extended period or until it otherwise lapses in accordance with the Rules.
If the extent of Vesting of an Award which Vests under this Rule 11.1 has been reduced by the Board to reflect the period of time that the Award has been held by the Award Holder, the Board may determine that Rule 12 shall apply to the proportion of the Award reflecting such reduction which has not Vested.
Subject to Rule 12, if a person becomes entitled or bound to acquire shares in the Company under sections 979 to 982 of the Companies Act 2006, Awards shall Vest as set out below.
The proportion of an Award which shall Vest will be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the time the Award has been held by the Award Holder and having regard to any Performance Target and/or any other conditions imposed under Rule 5.1.
In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 11.2 or otherwise) may be exercised at any time during the period beginning with the date the person serves a notice under section 979 and ending 7 clear days before the date on which the person ceases to be entitled to serve such a notice. The Option shall lapse at the end of the 7 days.
If the extent of Vesting of an Award which Vests under this Rule 11.2 has been reduced by the Board to reflect the period of time that the Award has been held by the Award Holder, the Board may determine that Rule 12 shall apply to the proportion of the Award reflecting such reduction which has not Vested.
Subject to Rule 12, if a person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 Awards shall Vest on the date of the court sanction as set out below.
The proportion of an Award which shall Vest will be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the time the Award
has been held by the Award Holder and having regard to any Performance Target and/or any other conditions imposed under Rule 5.1.
In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 11.3 or otherwise) may be exercised at any time during the period of 6 months from the compromise or arrangement being sanctioned by the court. The Option shall lapse at the end of such period.
If the extent of Vesting of an Award which Vests under this Rule 11.3 has been reduced by the Board to reflect the period of time that the Award has been held by the Award Holder, the Board may determine that Rule 12 shall apply to the proportion of the Award reflecting such reduction which has not Vested.
If notice is given of a resolution for the voluntary winding-up of the Company, Awards shall Vest on the date notice is given.
The proportion of an Award which shall Vest will be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the time the Award has been held by the Award Holder and having regard to any Performance Target and/or any other conditions imposed under Rule 5.1.
In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 11.4 or otherwise) may be exercised at any time during the period of 6 months from the date of the notice or, if earlier, on completion of the winding up. The Option shall lapse at the end of such period.
The Board may determine that Awards Vest if it becomes aware that the Company will be affected by a demerger, distribution (which is not an ordinary dividend) or other transaction not otherwise covered by the Rules.
The proportion of an Award which shall Vest will be determined by the Board in its absolute discretion subject to such conditions as it may require taking into account such factors as the Board may consider relevant including, but not limited to, the time the Award has been held by the Award Holder and having regard to any Performance Target and/or any other conditions imposed under Rule 5.1.
In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 11.5 or otherwise) may be exercised at any time during a period as shall be determined by the Board. The Option shall lapse at the end of such period.
For the purpose of Rule 11 a person shall be deemed to have obtained Control of the Company if he or she and others Acting In Concert with him or her have together obtained Control of it.
For the purposes of this Rule 11, any reference in this Rule 11 to the Board shall be taken to be a reference to those individuals who were members of the Board immediately before the event by virtue of which this Rule 11 applies.
The Grantor shall, as soon as reasonably practicable, notify each Award Holder of the occurrence of any of the events referred to in this Rule 11 and explain how this affects his or her position under the Plan.
Where the Board is aware that an event is likely to occur under Rule 11:
the Board may, in its absolute discretion and by notice in writing to all Award Holders, declare that all Awards that are expected to Vest as a result of the relevant event shall Vest (and in the case of any such Award which is an Option, shall be exercisable) in accordance with Rule 11 during such period prior to the relevant event as determined by the Board.
Where an event occurs under Rules 11.1 to 11.5 which:
the Board may, at its absolute discretion, determine that Rule 7 (Clawback) shall only apply to such extent (if at all) that the Board determines to any Award which was granted on the basis that Rule 7 applied to that Award. Where the Board makes such a determination, it will specify which Awards such determination applies to (which may include Awards which have already Vested and Options which have already been exercised).
An Award will not Vest under Rule 11 but will be exchanged for a new award (New Award) under this Rule to the extent that:
The following applies in respect of the New Award:
Notwithstanding any other provision of the Rules, an Award shall lapse on the earliest of:
whole or in part in which case the Award shall lapse to the extent that the Performance Target and/or any other conditions imposed under Rule 5.1 can no longer be satisfied;
In the event of a Reorganisation, the number of Plan Shares subject to an Award which is an Option or a Conditional Share Award, the description of the Plan Shares, the Award Price or any one or more of these shall be adjusted in such manner as the Grantor, together with the Board where relevant, shall determine.
No adjustment shall be made to the Award Price which would result in the Plan Shares subject to an Option or Conditional Share Award being issued at a price per Plan Share lower than the nominal value of a Plan Share except where the Grantor puts in place arrangements to pay up the nominal value at the date of issue of the Plan Shares (or the difference between the adjusted Award Price and the nominal value as the case may be).
The Grantor shall, as soon as reasonably practicable, notify each Award Holder of any adjustment made under this Rule 14 and explain how this affects his or her position under the Plan.
Unless the Award Holder discharges any liability that may arise himself or herself, the Grantor, the Company or any Group Member or former Group Member (as the case may be) may withhold such amount, or make such other arrangements as it may determine appropriate, for example to sell or withhold Plan Shares, to meet any liability to taxes or social security contributions in respect of such Award Holder's Awards, including, where applicable, Employer's NIC transferred under 15.2. The Award Holder will be responsible for all taxes, social security contributions and other liabilities arising in respect of the Award Holder's Awards.
The Grantor may, at its discretion and to the extent permitted by law, require the Award Holder to pay all or any part of the Employer's NIC in relation to an Award.
The Grantor may require an Award Holder to execute a document in order to bind himself or herself contractually to any such arrangement as is referred to in Rules 15.1 and 15.2 and return the executed document to the Company by a specified date.It shall be a condition of Vesting, and where applicable exercise, of the Award that the executed document be returned by the specified date unless the Grantor determines otherwise.
The Board may, at its discretion, determine that an Option may not be exercised and/or the Plan Shares subject to a Conditional Share Award may not be issued or transferred to the Award Holder (or for his or her benefit) unless the Award Holder has beforehand signed an election under Chapter 2 of Part 7 of ITEPA 2003 and/or section 165 of the Taxation of Chargeable Gains Act 1992 or entered into broadly similar local arrangements.
All Plan Shares issued or transferred under the Plan shall, as to voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, rank equally in all respects and as one class with the shares of the same class in issue at the date of issue or transfer save as regards any rights attaching to such Plan Shares by reference to a record date prior to the date of such issue or transfer.
If and so long as Plan Shares are listed on the Official List and traded on the London Stock Exchange or traded on the Alternative Investment Market of the London Stock Exchange, the Company will apply for the listing and/or admission to trading of any Plan Shares issued under the Plan as soon as reasonably practicable.
Notwithstanding any other provision of the Plan:
By accepting the grant of an Award, an Award Holder is deemed to have agreed to the provisions of these Rules, including this Rule 17.
The Board (and the Grantor, where appropriate) shall be responsible for, and shall have the conduct of, the administration of the Plan. The Board may from time to time make, amend or rescind regulations for the administration of the Plan provided that such regulations shall not be inconsistent with the Rules.
The decision of the Board shall be final and binding in all matters relating to the Plan, including but not limited to the resolution of any dispute concerning, or any inconsistency or ambiguity in the Rules or any document used in connection with the Plan.
Where the Grantor is not the Company and has granted, or proposes to grant, an Award, the Grantor shall consult with, and take into account the wishes of, the Board before making any determination or exercising any power or discretion under the Plan.
All Awards shall be granted entirely at the discretion of the Grantor and the form and structure of all Awards, including for the avoidance of doubt the application and testing of any Performance Target, shall be entirely at the discretion of the Grantor.
An Award Holder and, where the Grantor is not the Company, the Grantor shall provide to the Company or any Group Member as soon as reasonably practicable such information as the Company reasonably requests for the purpose of complying with its obligations under section 421J of ITEPA 2003 or similar requirements of tax legislation in any relevant jurisdiction.
The cost of introducing and administering the Plan shall be met by the Company. The Company shall be entitled, if it wishes, to charge an appropriate part of such cost and/or the costs of an Award to a Subsidiary or the Grantor.
Nothing in these Rules confers any benefit, right or expectation on a person who is not an Award Holder. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of these Rules.
Subject to Rules 19.2 and 19.3, the Board may from time to time amend the Rules (including, for the purposes of establishing a sub-plan for the benefit of employees located overseas).
Without the prior approval of the Company in general meeting, an amendment may not be made for the benefit of existing or future Award Holders to the Rules relating to:
the basis for determining an Eligible Employee's entitlement (or otherwise) to be granted an Award and/or to acquire Plan Shares on the exercise of an Option and/or to become absolutely entitled to Plan Shares subject to a Conditional Share Award (as the case may be) under the Plan;
except for:
An amendment may not materially adversely affect the rights of an existing Award Holder except:
Save as provided for by law, any notice, document or other communication given by, or on behalf of, the Grantor or to any person in connection with the Plan shall be deemed to have been duly given if delivered to him or her at his or her place of work, if he or she is in Relevant Employment, if sent by e-mail to such e-mail address as may be specified by him or her from time to time or, in the case of an Award Holder who remains in Relevant Employment, to such e-mail address as is allocated to him or her by any Group Member, or sent through the post in a pre-paid envelope to the postal address last known to the Company to be his or her address and, if so sent, shall be deemed to have been duly given on the date of posting.
Save as provided for by law, any notice, document or other communication so sent to an Award Holder shall be deemed to have been duly given notwithstanding that such Award Holder is then deceased (and whether or not the Company has notice of his or her death) except where his or her personal representatives have established title to the satisfaction of the Company and supplied to the Company an e-mail or postal address to which notices, documents and other communications are to be sent.
Save as provided for by law any notice, document or other communication given to the Grantor (or any relevant person appointed by the Grantor) in connection with the Plan shall be delivered by hand or sent by email, fax or post to the Company Secretary (or any relevant person appointed by the Grantor) at the Company's registered office (or such other e-mail or postal address as may from time to time be notified to Award Holders) but shall not in any event be duly given unless it is actually received at the registered office or such e-mail or postal address.
The formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any term of the Plan and any Award granted under it shall be governed by English law.
The English courts shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan.
The jurisdiction agreement contained in this Rule 21 is made for the benefit of the Company only, which accordingly retains the right to bring proceedings in any other court of competent jurisdiction.
By accepting the grant of an Award, an Award Holder is deemed to have agreed to submit to such jurisdiction.
In this Plan, unless the context otherwise requires, the following words and expressions have the following meanings:
Acting In Concert has the meaning given to that expression in The City Code on Takeovers and Mergers in its present form or as amended from time to time;
Award means an Option or Conditional Share Award granted under the Plan;
Award Certificate means a statement in a form, which may include an electronic form, determined by the Company setting out details of an Award which is an Option or a Conditional Share Award determined in accordance with Rule 1.4;
Award Date means the date on which an Award is granted in accordance with Rule 1.3;
Award Holder means an individual who holds an Award or, where the context permits, his or her legal personal representatives. Where relevant, Award Holder(s) shall include reference to former Award Holder(s);
Award Price means the amount (if any), expressed either as an amount per Plan Share or a total amount, payable in respect of the exercise of an Option 0r Vesting of a Conditional Share Award, determined in accordance with Rule 4;
Board means, subject to Rule 11.7, the board of directors of the Company or a duly authorised committee of it or a person duly authorised by the board of directors of the Company or such committee;
Buy-Out Award means an Award granted to an individual which replaces elements of remuneration forfeited by the individual on leaving a previous employment in order to take up employment with a Group Member;
Company means Saga plc incorporated in England and Wales with company number 07108742;
Conditional Share Award means a conditional right under the Plan to acquire Plan Shares;
Control has the meaning given to it by section 995 of ITA 2007;
Dealing Day means any day on which the London Stock Exchange is open for the transaction of business;
Dealing Restrictions means any restrictions imposed by legislation, regulation or any other code or guidance on share dealing with which the Company seeks to comply;
Directors' Remuneration Policy has the meaning given to it by section 422A(6) of the Companies Act 2006;
Eligible Employee means an individual who at the Award Date is an employee of a Group Member;
Employees' Share Scheme has the meaning set out in section 1166 of the Companies Act 2006;
Employer's NIC means employer's secondary class 1 National Insurance contributions liability or any local equivalent;
Exercise Period means the period set by the Board on the Award Date during which an Option may be exercised, ending no later than the 10th anniversary of the Award Date;
Financial Conduct Authority means the "competent authority" as that expression is defined in Part VI of the Financial Services and Markets Act 2000;
Gain means the difference between (i) the Market Value of a Plan Share on the date of exercise of an Option and (ii) the Award Price, multiplied by the number of Plan Shares in respect of which the Option is being exercised;
Group means the Company and its Subsidiaries from time to time and Group Member shall be interpreted accordingly;
HMRC means Her Majesty's Revenue & Customs;
Holding Period means the period (if any) specified under paragraph 9 of Rule 1.4 (commencing from the date of Vesting of the relevant Award) during which the restrictions contained in Rule 9 apply;
ITA 2007 means the Income Tax Act 2007;
ITEPA 2003 means the Income Tax (Earnings and Pensions) Act 2003;
London Stock Exchange means the London Stock Exchange plc or any successor body;
Market Value on any day means:
Official List means the list maintained by the Financial Conduct Authority in accordance with section 74(1) of the Financial Services and Markets Act 2000 for the purposes of Part VI of that Act;
Option means a right to acquire Plan Shares granted under the Plan;
Performance Target means a performance target imposed as a condition of the Vesting of an Award under Rule 5.1 and as substituted or varied in accordance with Rule 5.3;
Plan means the Saga plc 2020 Restricted Share Plan as amended from time to time;
Plan Shares means ordinary shares in the capital of the Company (or any shares representing them);
Regulatory Information Service means a service that is approved by the Financial Conduct Authority on meeting the Primary Information Provider criteria and is on the list of Regulatory Information Services maintained by the Financial Conduct Authority (or any overseas equivalent);
Relevant Employment means employment with any Group Member;
Reorganisation means any variation in the share capital of the Company, including but without limitation a capitalisation issue, rights issue, demerger or other distribution, a special dividend or distribution, rights offer or bonus issue and a sub-division, consolidation or reduction in the capital of the Company;
Rules mean the rules of the Plan;
Subsidiary has the meaning set out in section 1159 of the Companies Act 2006;
Trustees means the trustees of any trust created by a Group Member which, when taken together with the Plan, constitutes an Employees' Share Scheme;
Vest means:
and Vesting and Vested shall be construed accordingly; and
Vesting Period means the period from the Award Date to the normal date of Vesting.
In the Plan, unless otherwise specified:
The Grantor may designate any Option as a CSOP Option (CSOP Option) on the Award Date. If the Grantor does so, the provisions of the Rules relating to Options will apply to the CSOP Option, subject to this Schedule A. The Rules as amended by this Schedule A shall apply only to CSOP Options granted under this Schedule A and references in the Rules to Conditional Share Awards and Restricted Shares shall not apply to this Schedule A.
The purpose of Schedule A is to provide, in accordance with Schedule 4 of ITEPA 2003 (Schedule 4), benefits to employees and directors in the form of CSOP Options. The CSOP Options granted under this Schedule A are intended to meet the requirements of Schedule 4. In order for a CSOP Option to meet the requirements of Schedule 4, the Company must notify the Plan to HMRC by 6 July of the Tax Year following the Award Date to the extent not already notified.
For the purposes of this Schedule A, the following words and expressions have the following meanings:
Award means a CSOP Option;
Constituent Company has the meaning in paragraph 3(3) of Schedule 4;
Market Value on any day means:
and in either case, if shares are subject to a Restriction, their Market Value applicable on the date of the grant of the relevant option is to be determined as if they were not subject to a Restriction;
Restriction has the meaning given in paragraph 36(3) of Schedule 4;
Schedule 4 CSOP is a plan under which any CSOP options granted are intended to meet the requirements of Schedule 4; and
Tax Year is a calendar year commencing on 6 April.
In the event of any conflict between the provisions of this Schedule A and the Rules, this Schedule A shall take precedence.
The Grantor may on an Award Date grant a CSOP Option to such Eligible Employees as it may in its absolute discretion determine except that CSOP Options may not be granted under this Schedule A to anybody who is:
The Board will nominate Constituent Companies for the purposes of this Schedule A.
The following terms (in addition to the items specified in Rule 1.4) must be stated at the time of grant of the CSOP Option as required by paragraph 21A of Schedule 4 for a CSOP Option:
These terms may be varied after the grant of the CSOP Option, but only to the extent permitted by paragraph 21A of Schedule 4.
As soon as practicable after the grant of a CSOP Option, the Grantor shall notify the relevant Award Holder of the matters set out in paragraph 21A of Schedule 4.
The Company shall give notice in the form specified by paragraphs 28A and 28B of Schedule 4 to HMRC including that CSOP Options granted under this Schedule A meet the requirements set out in parts 2 to 6 of Schedule 4 and make any declaration in relation to amendments to key features (as defined in paragraph 28B(8) of Schedule 4) or variations under paragraph 22(3) of Schedule 4 to confirm that the requirements of Parts 2 to 6 of Schedule 4 continue to be met.
CSOP Options granted in a Tax Year in advance of notification of the Plan to HMRC in accordance with paragraph 28A of Schedule 4 will only fall within the provisions of the CSOP code (as defined under section 521(3) ITEPA 2003) if the Company notifies the Plan to HMRC by 6 July of the following Tax Year.
The definition of "Plan Shares" is modified to mean "ordinary shares in the capital of the Company which satisfy the conditions in paragraphs 16 to 20 of Schedule 4".
The Plan Shares subject to a CSOP Option must satisfy paragraphs 16 to 20 of Schedule 4 at the Award Date and the exercise date. If any Plan Shares cease to satisfy paragraphs 16 to 20 of Schedule 4 after the Award Date then subject to paragraph 25A(7B), the CSOP Option shall cease to be treated as granted or held in accordance with Schedule 4 but the Option will continue in effect.
The Award Price of a CSOP Option will be not less than the Market Value of a Plan Share on the Award Date or such earlier other date as HMRC may agree in advance. Where Plan Shares are not admitted to the Official List or are not listed on another recognised stock exchange then the Market Value shall be agreed in advance with HMRC.
The Grantor must not grant a CSOP Option to an Eligible Employee which would cause the aggregate Market Value of:
the shares which he may acquire on exercising his options under any other Schedule 4 CSOP established by the Company or by any of its associated companies (as defined in paragraph 35 of Schedule 4),
to exceed the amount permitted under paragraph 6(1) of Schedule 4 (as at the date on which the Plan was adopted, £30,000).
For the purpose of this limit shares subject to an option which has been exercised, lapsed or renounced shall be disregarded
If the grant of a CSOP Option would cause this limit to be exceeded, such CSOP Option shall take effect as an Option over the maximum number of Plan Shares which does not cause the limit to be exceeded.
The Grantor must not grant a CSOP Option to an Eligible Employee without his prior agreement in writing if the result of granting the CSOP Option would be that a disqualifying event under section 536(1)(c) of ITEPA 2003 would arise in relation to any Enterprise Management Incentive options held by him.
For the purposes of options to which paragraph 3 of this Rule A.7 applies, in relation to shares under such options which are not Plan Shares, references in the definition of Market Value to Plan Shares shall be read as the shares to which those options apply.
If the Plan Shares subject to a CSOP Option are subject to a Restriction, then for the purposes of Rules A.6, A.7, A.9 and A.15, the Market Value of those Plan Shares shall be determined as if they were not subject to the Restriction.
An Award Holder may not exercise a CSOP Option while he is excluded from participation under paragraph 9 of Schedule 4 (material interest provisions).
Rule 10 (Vesting of Awards (and exercise of Options) in special circumstances) shall take effect on the basis that the proportion of the Awards which shall Vest will be determined by the Board taking into account any Performance Target and/or any other conditions imposed under Rule 5.1, and the number of Plan Shares will be reduced pro rata to reflect the number of whole months from the Award Date until cessation as a proportion of the original Vesting period.
If any discretion is exercised under Rules 10 (Vesting of Awards (and exercise of Options) in special circumstances) or 11 (Takeover and other corporate events) in relation to a CSOP Option, it must be exercised fairly and reasonably.
Except in the case of a voluntary winding-up of the Company, where the period for exercise of a CSOP Option shall be as provided for under Rule 11.4 if less than 12 months following death, and notwithstanding any other provision of the Plan, if a CSOP Option has become exercisable under Rule 10.1, the CSOP Option can be exercised at any time up to and including the first anniversary of the date of death regardless of any other CSOP Option exercise provision in the Plan.
Notwithstanding Rule 10.2, if a holder of a CSOP Option ceases to be in employment with a Constituent Company by reason of:
any CSOP Option held by him which has not Vested will continue until the normal time of Vesting. Alternatively, the Board may decide that the CSOP Option will Vest immediately.
A proportion of his or her CSOP Option shall Vest. The proportion of the CSOP Option which shall Vest shall be determined in accordance with Rule 10.2. Any discretion as to whether and the extent to which a CSOP Option shall Vest shall be exercised in a fair and reasonable manner.
Where the Board shall determine it is likely that a person will obtain Control of the Company and the Board passes a resolution to that effect, in the circumstances contemplated by Rule 11.1 and paragraph 25A(3) to (5) of Schedule 4, the CSOP Option may be exercised during the period of 20 days ending with the day on which the person obtains such Control of the Company and the CSOP Option shall be treated as if it was exercised in accordance with Rule 11.1 and paragraph 25A(3) to (5) of Schedule 4. If a CSOP Option is exercised in reliance of this Rule A.14.1 and in anticipation of the events referred to in Rule 11.1, but the person does not obtain Control of the Company during the period of 20 days beginning with the date on which the CSOP Option is exercised, the exercise of the CSOP Option is to be treated as having had no effect.
Subject to the above, if in consequence of a person obtaining Control of the Company within Rule 11.1 and paragraph 25A(3) to (5) of Schedule 4, the Plan Shares to which the CSOP Option relates no longer meet the requirements of Part 4 of Schedule 4, the CSOP Option may be exercised no later than 20 days after the day on which the person obtains Control of the Company, as referred to in Rule 11.1 and paragraph 25A(3) to (5) of Schedule 4, notwithstanding that the Plan Shares no longer meet the requirements of Part 4 of Schedule 4.
Where the Board shall determine that it is likely that a person will become bound or entitled to acquire shares in the Company in the circumstances contemplated by Rule 11.2 and paragraph 25A(7) of Schedule 4 and the Board passes a resolution to that effect, the CSOP Option may be exercised during the period of 20 days ending with the day on which the person becomes bound or entitled to acquire shares in the Company within Rule 11.2 and paragraph 25A(7) of Schedule 4 and the CSOP Option shall be treated as if it was exercised in accordance with Rule 11.2. If a CSOP Option is exercised in reliance of this Rule A.14.2 and in anticipation of a person becoming bound or entitled to acquire shares within
Rule 11.2 and paragraph 25A(7) of Schedule 4 and that person does not become so bound or entitled to acquire shares in the Company by the end of the period of 20 days beginning with the date on which the CSOP Option is exercised, the exercise of the CSOP Option is to be treated as having had no effect.
Subject to the above, if in consequence of a person who is entitled or bound to acquire shares in the Company within Rule 11.2 and paragraph 25A(7) of Schedule 4, the Plan Shares to which the CSOP Option relates no longer meet the requirements of Part 4 of Schedule 4, the CSOP Option may be exercised no later than 20 days after the day on which the person obtains Control of the Company, notwithstanding that the Plan Shares no longer meet the requirements of Part 4 of Schedule 4.
Where the Board shall determine that it is likely that the court will sanction a compromise or arrangement within Rule 11.3 and paragraph 25A(6) of Schedule 4 and the Board passes a resolution to that effect, the CSOP Option may be exercised during the period of 20 days ending with the day on which the court sanctions such a compromise or arrangement and the CSOP Option shall be treated as if it was exercised in accordance with Rule 11.3. If a CSOP Option is exercised in reliance of this Rule A.14.3 and in anticipation of the events referred to in Rule 11.3 and paragraph 25A(6) of Schedule 4, but the court does not sanction the compromise or arrangement within Rule 11.3 during the period of 20 days beginning with the date on which the CSOP Option is exercised, the exercise of the CSOP Option is to be treated as having had no effect.
Subject to the above, if in consequence of a person obtaining Control of the Company as a result of a compromise or arrangement sanctioned by the court within Rule 11.3, the Plan Shares to which the CSOP Option relates no longer meet the requirements of Part 4 of Schedule 4, the CSOP Option may be exercised no later than 20 days after the day on which a person obtains Control of the Company as a result of a compromise or arrangement sanctioned by the court, notwithstanding that the Plan Shares no longer meet the requirements of Part 4 of Schedule 4.
Paragraph b of Rule 12.1.2 shall not apply to CSOP Options.
If the person which obtains Control of the Company under Rule 11 is a company of which the ordinary shares are held in substantially the same proportions by substantially the same persons who previously held the Company's ordinary shares, then the Board may determine that Rule 11 shall not apply. Instead, if that person makes an offer to exchange the Award for a new Award which meets the requirements set out below, any CSOP Options that are not exchanged within the period referred to in paragraph 26 of Schedule 4 shall lapse forthwith at the end of that period.
CSOP Options can only be exchanged, as described in Rule 12.2 (Terms of exchange), if the Acquiring Company:
CSOP Options must be exchanged within the period referred to in paragraph 26(3) of Schedule 4 and with the agreement of the company offering the exchange and the Award Holder. No further CSOP Options may be granted under the Plan other than pursuant to Rule 12 as modified by this Rule A.15.
Rule 12.2.3 shall be replaced by the words "In the application of the Plan to the New Award, where appropriate, references to "Company" and "Plan Shares" shall be read as if they were references to the company to whose shares the New Award relates, save that in the definition of "Board" the reference to "Company" shall be read as if it were a reference to Saga plc."
Rule 12.2.5 shall be construed as if the words "which would have Vested under Rule 11 as applicable" were replaced by the words "subject to the original Award".
The new CSOP Option must be equivalent to the old CSOP Option by satisfying the conditions of paragraph 27 of Schedule 4 and must be in respect of shares which satisfy the conditions of paragraph 27 of Schedule 4, in a body corporate falling within paragraph 16(b) or (c) of Schedule 4.
In determining whether the old CSOP Option is equivalent to the new CSOP Option, the market value of the Plan Shares shall be determined using a methodology agreed by HMRC.
The Board need not obtain the approval of the Company in general meeting for any minor changes to this Schedule A which are necessary or desirable in order to meet the requirements of Schedule 4.
No amendment to any Performance Target and/or any other conditions for CSOP Options can be made which makes the Performance Target and/or any other conditions more difficult to satisfy.
Rule 15.1 (Deductions) shall be replaced by the following:
"If the Grantor, the Company or any Group Member (as the case may be) is obliged in any jurisdiction to account for tax and social security contributions for which the Award Holder is liable by virtue of the exercise of the Option and such company has not received from the Award Holder the necessary amount, then such company shall be entitled to discharge such liability by selling sufficient Plan Shares in respect of which the Option has been validly exercised and allotting or procuring the transfer of the balance of the Plan Shares to the Award Holder."
The following Rules and provisions do not apply to CSOP Options:
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