Remuneration Information • Apr 2, 2025
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Hostelworld Group plc
Long Term Incentive Plan
| Approved by the Remuneration Committee on 1 April 2025. Approved by shareholders on [7 May 2025] |
Table of Contents
5 Performance Target and conditions 5
7 Vesting of Awards (and exercise of Options) 10
8 Vesting of Awards (and exercise of Options) in special circumstances 12
9 Takeover, scheme of arrangement or winding-up of the Company 13
12 Adjustment of Awards on Reorganisation 16
13 Accounting for PAYE and Social Security contributions 17
14 Issue and listing of Plan Shares 17
15 Relationship of Plan to contract of employment 18
19 Governing law and jurisdiction 21
Subject to Rules 1.5 , 1.6, 1.7 and 16.3 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 Committee the terms must be approved in advance by the Committee.
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 such later date as 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 provided to each Award Holder as soon as reasonably practicable following the grant of the Award.
The Grantor shall, at the time of grant, determine the following, which shall be set out in the applicable Award Certificate:
Subject to Rule 1.6, the Grantor may in its absolute discretion grant an Award to an Eligible Employee, subject to these Rules, at any time during a Financial Year.
Awards may not be granted:
An Award may not be granted to an individual who is not an Eligible Employee at the Award Date. Unless the Committee 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, as a condition of making an Award, that, subject to the Award Holder being permitted to sell sufficient Plan Shares to meet his obligations under Rule 13, the Award Holder must retain any Plan Shares in respect of which the Award made to him Vests unless and until he has met his Share Ownership Requirement.
On or before the grant of an Award, the Grantor shall determine whether the relevant Award shall be subject to a Post-Vesting Holding Period. If so, and to the extent that the Grantor considers it appropriate, the Grantor shall also determine the basis upon which the Post-Vesting Holding Period will operate. Notwithstanding any other provision of this Plan, the Grantor may make the Vesting of an Award subject to the Award Holder complying with any requirements the Grantor may impose in order to give effect to the imposition, operation and/or intention of the Post-Vesting Holding Period.
If an Award is subject to a Post-Vesting Holding Period the Grantor shall, subject to Rule 17, be empowered to interpret the Rules and/or make regulations etc., to give effect to the imposition, operation and/or intention of the Post-Vesting Holding Period.
An Award Holder may by notice in writing to the Company within 30 days after the Award Date say he does not want it in whole or part. In such a case, the Award shall to that extent be treated as never having been granted. No payment is required from the Award Holder or the Grantor.
Additionally, the Grantor may determine that an Award Holder be required to accept his Award by completing and returning a document in such form and within such period as the Grantor may determine. If the Award Holder does not deliver the duly completed document to the Grantor within the applicable period the Award will immediately lapse at the end of such period. The Grantor may also determine that any such document contain any applicable acceptances for the purposes of Rule 6.1.
An Award shall be personal to the Award Holder and, except in the case of the death of an Award Holder, 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 made shall be limited as set out in this Rule 2. In the event of any conflict between the limits in this Rule 2, the lower limit shall prevail.
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 limits contained in this Rule 2:
If the grant of an Award would cause the limits 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.
Apart from in exceptional circumstances, 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 (as at the Award Date) subject to that Award, when aggregated with the Market Value (as at the relevant Award Date) of the Plan Shares subject to all awards made or options granted to him (whether under the Plan or any other discretionary Employees’ Share Scheme operated by the Group) in the same Financial Year would exceed 150% of his Annual Salary. If the Grantor determines that exceptional circumstances exist, such limit in this Rule 3.2 shall be 200% of the relevant Eligible Employee’s Annual Remuneration.
For the purpose of this Rule 3.2 the Market Value of Plan Shares subject to an award or option shall be measured on the date on which the award was made or the option was granted.
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 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 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 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 Performance Targets and any other conditions set by the Grantor.
Any Performance Target and any other condition imposed under Rule 5.1 shall be set out in, or attached in the form of a schedule to, the Award Certificate.
If an event occurs which causes the Grantor to consider that any Performance Target or any other condition imposed under Rule 5.1 subject to which an Award has been granted is no longer appropriate, the Grantor (with the consent of the Committee) may substitute, vary or waive that Performance Target or other condition in such manner (and make such consequential amendments to the Rules) as:
The Award shall then take effect subject to the Performance Target or other condition as substituted, varied or waived.
The Grantor shall determine whether, and to what extent, the Performance Target(s) have been satisfied.
If the Grantor considers that the number of Plan Shares in respect of which an Award (or part thereof) would Vest based on the extent to which the Performance Target(s) have been satisfied is not a fair reflection of the performance of the Company, the Award Holder’s performance and/or wider circumstances, the Grantor may, in its absolute discretion, determine that such Award (or part thereof) shall Vest in respect of a higher or lower number of Plan Shares than would otherwise be the case.
The Grantor shall, as soon as practicable, notify each Award Holder concerned of any determination made by it under this Rule 5.
The Grantor may determine, at the time that an Award is granted, that Rule 6.2 and/or Rules 6.3 shall apply to that Award.
The Grantor may also require an Award Holder to execute a document in order to confirm his acceptance of the arrangements referred to in Rule 6.2 and/or Rule 6.3 and return the executed document to the Grantor by a specified date. Such document will be in a form set by the Grantor, and may (without prejudice to the generality of the above) require acceptance of the arrangements referred to in Rule 6.2 and/or Rule 6.3 in respect of all future awards under the Plan, or awards (or future awards) under any other Employees’ Share Scheme operated by any Group Member. It shall be a condition of Vesting of the Award that the executed document be returned by the specified date, unless the Grantor determines otherwise.
In this Rule 6.2, Malus Trigger Event means, in relation to an Award, any of the following events which the Grantor has determined, acting reasonably, at the Award Date will constitute a Malus Trigger Event for that Award:
Notwithstanding any other provision of the Rules, the Committee may, at the time of Vesting of an Award or at any time before, reduce the number of Plan Shares subject to an Award in whole or in part (including, for the avoidance of doubt, to nil) if a Malus Trigger Event occurs. In determining any reduction which should be applied under this Rule 6.2, the Committee shall act fairly and reasonably but its decision shall be final and binding.
For the avoidance of doubt, any reduction under this Rule 6.2 may be applied on an individual basis as determined by the Committee. Whenever a reduction is made under this Rule 6.2, the relevant Award shall be treated to that extent as having lapsed.
In this Rule 6.3, Clawback Trigger Event means, in relation to an Award, any of the following events which the Grantor has determined at the Award Date will constitute a Clawback Trigger Event for that Award:
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 Committee has specified under Rule 6.1 that this Rule 6.3 applies a Clawback Trigger Event occurs, then:
Where Rule 6.3.2 applies, the Committee may in its absolute discretion require the relevant Award Holder:
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 best endeavours to seek and obtain repayment or credit from any relevant 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 by any relevant 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 thirty days of an amount equivalent to the amount of any payment or credit received from any relevant tax authority.
The Award Holder hereby authorises the Company or such other Group Member as may be the employer of the Award Holder to make deductions, which the Award Holder hereby authorises, from any payment owing to him 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 6.3.
Any payments or repayments made by the Award Holder under Rules 6.3.3 shall be made within 30 days of the date the Award Holder is notified in writing of the amount due.
In addition to or in substitution for the actions described above that the Committee may take under Rule 6.3.3 (the “Actions”), the Committee may:
provided that the total amount represented by such reductions and any amount or value payable to the Company under Rule 6.3.3 above shall not, in the Committee’s reasonable opinion, exceed the amount or value which would have been due if the Committee had only carried out the Actions.
Where Rule 6.3.2 applies and the Award takes the form of an Option which the Award Holder has not exercised in full, the Committee may in its absolute discretion reduce the number of Plan Shares subject to such Option to the extent it has not been exercised (including, for the avoidance of doubt, to nil). In addition to or in substitution for reducing such Option, the Committee may take any of the actions set out in Rule 6.3.7 provided that the total amount represented by reductions under Rule 6.3.7 and any reduction of the Option under this Rule 6.3.8 shall not, in the Committee’s reasonable opinion, exceed the amount which would have been the case if the Committee had only reduced the Option.
In carrying out any action under this Rule 6.3, the Committee 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 6.3 may be applied on an individual basis as determined by the Committee. Whenever a reduction of an award, right to acquire Plan Shares or option is made under this Rule 6.3, the relevant award, right to acquire Plan Shares or option shall be treated to that extent as having lapsed.
The Committee may determine at any time to reduce the number of Plan Shares subject to an Award (including, for the avoidance of doubt, reducing to nil) either:
The value of any reduction under paragraph (a) of this Rule 6.3.10 shall be determined in accordance with the terms of the relevant Clawback Provisions in the relevant Employees’ Share Scheme or plan as interpreted by the Committee in its absolute discretion.
The value of any reduction under paragraph (b) of this Rule 6.3.10 shall be determined as if the terms of the relevant Clawback Provisions in the relevant Employees’ Share Scheme or plan applied as interpreted by the Committee in its absolute discretion.
Subject to Rules 5, 7.2, 8 and 9, an Award will Vest on the latest of:
The Committee maydetermine 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 6.2 has been completed.
Subject to the Rules, the effect of an Award Vesting shall be:
Plan Shares may not be issued or transferred to an Award Holder (nor, in the case of an Option, may the Option be exercised) while Dealing Restrictions apply.
Subject to Rule 8, 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 which has not Vested shall lapse on cessation. This Rule 7.5 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 shall not Vest during this period unless the Committee determines otherwise. If an Award would otherwise have Vested during this period, and the notice is withdrawn, the Award will Vest when the notice is withdrawn.
Subject to Rules 7.4 and 7.5 and 13, 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.
An Option shall be exercised by the Award Holder delivering to the Grantor (or any person appointed by the Grantor) a completed notice of exercise (including electronically), specifying the number of Plan Shares in respect of which the Option is being exercised, and either accompanied by 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 13 and, if required, the Award Certificate.
For the avoidance of doubt (and subject to Rule 7.4), the date of exercise of an Option shall be the date of the receipt of the notice of exercise and compliance with the first paragraph of this Rule 7.7.
Subject to Rules 7.4, 7.9 and 13 and to any necessary consent 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 13, the Grantor may, as soon as practicable and in any event no later than 30 days after the exercise of an Option or the Vesting of a Conditional Share Award:
(a) make a cash payment to the Award Holder equal to all or part of the Gain on the date of exercise of the Option or the date of Vesting of the Conditional Share Award (as applicable); and/or
(b) arrange for the transfer or issue to the Award Holder of Plan Shares with a Market Value equal
to all or part of the Gain on the date of exercise of the Option or the date of Vesting of the Conditional Share Award (rounded down to the nearest whole Plan Share). The Award Holder shall not be required to make payment for these Plan Shares.
Where the Company settles all of the Gain with a cash payment in the manner described in Rule 7.9 (a) above, this shall be in full and final satisfaction of the Award Holder’s rights under the Award. Where the Company settles part of the Gain in relation to an Award with a cash payment in the manner described in Rule 7.9(a) above (for example, to cover any tax and social security liability payable by the Award Holder), the remainder of the Gain will be settled by a transfer or issue of Plan Shares in the manner described in Rule 7.9(b) above, and together 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 cash or in shares) on Vesting 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. This right to receive an amount (in cash or in shares) on Vesting equal in value to the payable dividends shall include any dividends where the record date is between the date of Grant and the date of Vesting of the Award, but the payment date is after the Vesting of the Award ("Unpaid Dividends"). The Grantor shall have full discretion to determine the timing and method of calculating and/or settling Dividend Equivalents in respect of such Unpaid Dividends. The payment shall not include any associated tax credit.
The Grantor may decide at any time not to apply this Rule 7.10 to all or any part of a special dividend or dividend in specie.
This Rule 7.11 shall apply to US Taxpayers. Notwithstanding anything to the contrary contained in the Plan, no Option may be exercised later than 2.5 calendar months after the end of the Taxable Year in which the Option first becomes exercisable, provided that the Option shall lapse on the date it would have lapsed had this rule not applied. The Rules of the Plan shall be interpreted accordingly.
For the purposes of this Rule 7.11, Taxable Year means the 12 month period in respect of which the Option Holder is obliged to pay US Tax or, if it would result in a longer exercise period, the 12 month period in respect of which the Option Holder’s employing company is obliged to pay tax. US Taxpayer means a person who is subject to taxation under the tax rules of the United States of America.
If an Award Holder dies, any Award held by him which has not Vested will continue until the normal time of Vesting and with the Performance Target and any other condition imposed under Rule 5.1 considered at the time of Vesting, unless the Committee at its absolute discretion decides that, notwithstanding Rule 7.1, the Award will Vest on the date of death, subject to its determination as to whether and to what extent any Performance Target and any other condition imposed under Rule 5.1 shall be deemed to be satisfied as at the date of death.
Unless the Committee in its absolute discretion decides otherwise (and irrespective of the time at which the Committee has determined the Award will Vest under this Rule 8.1), the number of Plan Shares in respect of which the Award Vests 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 personal representatives shall be entitled to exercise the Vested proportion of his Option (whether Vested under this Rule or otherwise) at any time during the 12 month period following Vesting. If not so exercised, the Option shall lapse at the end of such period.
If an Award Holder ceases to be in Relevant Employment by reason of:
any Award held by him which has not Vested will continue until the normal time of Vesting and with the Performance Target and any other condition imposed under Rule 5.1 considered at the time of Vesting unless the Committee at its absolute discretion decides that, notwithstanding Rule 7.1, the Award will Vest on the date of cessation of employment, subject to its determination as to whether and to what extent any Performance Target and any other condition imposed under Rule 5.1 shall be deemed to be satisfied as at the date of cessation.
Unless the Committee in its absolute discretion decides otherwise (and irrespective of the time at which the Committee has determined the Award will Vest under this Rule 8.2), the number of Plan Shares in respect of which the Award Vests will be reduced pro rata to reflect the number of whole months from the Award Date until the date of cessation of 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 Option (whether Vested under this Rule or otherwise) at any time during the period ending six months after the date of Vesting or during such other longer period as the Committee determines. If not so exercised, the Option shall lapse at the end of such period.
For the purposes of the Plan, an Award Holder shall not be treated as ceasing to be in Relevant Employment until he no longer holds any office or employment with any Group Member. In addition, an Award Holder shall not be treated as so ceasing if within seven days he recommences employment or becomes an office holder with any Group Member.
The Committee may determine that an Award Holder will be treated as ceasing to be in Relevant Employment when he gives or receives notice of termination of his employment (for any reason).
In the case of an Option:
Subject to Rule 10, 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 calculated on the basis of the Committee’s determination of the extent to which any Performance Target and any further condition imposed under Rule 5.1 have been met and, unless the Committee decides otherwise, the number of Plan Shares in respect of which it would Vest based on such calculation will be reduced pro rata to reflect the number of whole months from the Award Date until the date of Vesting pursuant to this Rule 9.1 as a proportion of the original Vesting Period.
In the case of Options, the Vested proportion of the Options (whether Vested under this Rule 9.1 or otherwise) may be exercised at any time during the period of six months (or, if the Committee determines a longer period shall apply, that period) beginning with the time when the person making the offer has obtained Control. If not so exercised, the Options shall lapse at the end of such period unless the Committee determines otherwise, in which case the Options shall continue in force until such time as they lapse in accordance with the Rules.
Subject to Rule 10, if a person becomes entitled or bound to acquire shares in the Company under section 979 of the Companies Act 2006, Awards shall Vest as set out below.
The proportion of an Award which shall Vest will be calculated on the basis of the Committee’s determination of the extent to which any Performance Target and any further condition imposed under Rule 5.1 have been met and, unless the Committee decides otherwise, the number of Plan Shares in respect of which it would Vest based on such calculation will be reduced pro rata to reflect the number of whole months from the Award Date until the date of Vesting pursuant to this Rule 9.2 as a proportion of the original Vesting Period.
In the case of Options, the Vested proportion of the Options (whether Vested under this Rule 9.2 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 seven clear days before the date on which the person ceases to be entitled to serve such a notice. If not so exercised, the Options shall lapse at the end of the seven days.
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 calculated on the basis of the Committee’s determination of the extent to which any Performance Target and any further condition imposed under Rule 5.1 have been met and, unless the Committee decides otherwise, the number of Plan Shares in respect of which it would Vest based on such calculation will be reduced pro rata to reflect the number of whole months from the Award Date until the date of Vesting pursuant to this Rule 9.3 as a proportion of the original Vesting Period.
A Vested Option may be exercised at any time during the period of six months from the compromise or arrangement being sanctioned by the court and if not exercised within that period it shall lapse.
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 calculated on the basis of the Committee’s determination of the extent to which any Performance Target and any further condition imposed under Rule 5.1 have been met and, unless the Committee decides otherwise, the number of Plan Shares in respect of which it would Vest based on such calculation will be reduced pro rata to reflect the number of whole months from the Award Date until the date of Vesting pursuant to this Rule 9.4 as a proportion of the original Vesting Period.
A Vested Option may be exercised at any time during the period of six months from the date of the notice, or if shorter, the period until completion of the winding up, and if not exercised within that period it shall lapse.
The Committee 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 Committee in its absolute discretion and taking into account the time the Award has been held by the Award Holder and the extent to which the Performance Target and any other condition imposed under Rule 5.1 have been met.
A Vested Option may be exercised at any time during a period as shall be determined by the Committee and if not exercised within that period it shall lapse.
For the purpose of Rule 9 a person shall be deemed to have obtained Control of the Company if he and others Acting In Concert with him have together obtained Control of it.
The Committee shall, as soon as reasonably practicable, notify each Award Holder of the occurrence of any of the events referred to in this Rule 9 and explain how this affects their position under the Plan.
Where the Committee is aware that an event is likely to occur under Rule 9:
the Committee may determine that the Awards Vest, in accordance with Rule 9, immediately prior to the event taking place.
An Award will not Vest under Rule 9 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:
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 (if any), or any one or more of these, shall be adjusted in such manner as the Grantor, together with the Committee where relevant, shall determine.
No adjustment shall be made to the Award Price which would result in the Plan Shares subject to an Option 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 12 and explain how this affects their position under the Plan.
Unless the Award Holder discharges any liability that may arise himself, the Grantor, the Company or any 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 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 social security contributions (or similar liabilities) in relation to an Award under the Plan.
The Grantor may require an Award Holder to execute a document or otherwise accept the terms and conditions of an Award (including electronically) in order to bind himself contractually to any such arrangement as is referred to in Rules 13.1 and 13.2 and return the executed document or acceptance to the Committee (or the Company on its behalf) by a specified date. It shall be a condition of Vesting and exercise of the Award that the executed document be returned by the specified date unless the Grantor determines otherwise.
The Committee 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 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 arrangements in countries outside the UK.
All Plan Shares issued and/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, the Company will apply for the listing of any Plan Shares issued under the Plan as soon as reasonably practicable.
Notwithstanding any other provision of the Plan:
Unless the Award is refused in accordance with Rule 1.10, and without prejudice to Rule 13.3, an Award Holder is deemed to have agreed to the provisions of these Rules, including this Rule 15.
The Committee (and the Grantor where appropriate), shall be responsible for, and shall have the conduct of, the administration of the Plan. The Committee 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 Committee 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 made, or proposes to make, an Award, the Grantor shall consult with, and take into account the wishes of, the Committee 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.
Where the Grantor is not the Company, the Grantor and an Award Holder shall provide to the Company 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 overseas tax legislation.
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 to a Subsidiary or the Grantor.
For the purpose of operating the Plan, the Company will collect and process information relating to Eligible Employees and Award Holders in accordance with the privacy notice which is on the Company's intranet.
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 17.2 and 17.3, the Committee 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:
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 at his place of work, if he is in Relevant Employment if sent by e-mail to such e-mail address as may be specified by him 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 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 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 death) except where his personal representatives have established their 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 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 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 19 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 making 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;
Annual Salary means the basic salary paid by the Group expressed as an annual rate as at the Award Date;
Award means an Option or a Conditional Share Award granted under the Plan;
Award Certificate means a statement in a form determined by the Company (including electronically) setting out details of the Award as set out in 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 legal personal representatives;
Award Price means the amount (if any), such amount being expressed either as an amount per Plan Share or an amount payable in respect of the exercise of an Option or the Vesting of a Conditional Share Award, determined in accordance with Rule 4;
Board means 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;
Committee means the Remuneration Committee of the board of directors of the Company as appointed from time to time;
Company means Hostelworld Group plc incorporated in England and Wales under company number 09818705;
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;
Daily Official List means the Financial Conduct Authority's list of securities that have been admitted to listing and which is maintained by the Financial Conduct Authority;
Dealing Day means any day on which the London Stock Exchange is open for the transaction of business;
Dealing Restrictions means restrictions on dealings imposed by statute, order or regulation, Government directive, or stock exchange and/or any internal share dealing code adopted by the Company;
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;
Exercise Period means the period set by the Committee on the Award Date during which an Option may be exercised ending no later than the tenth anniversary of the Award Date or, in the case of persons resident for tax purposes in the Republic of Ireland, on the seventh anniversary of the Grant Date (or such other shorter period as the Committee shall determine on or before the Grant Date provided that in respect of persons resident for tax purposes in the Republic of Ireland on the Grant Date, such period shall not expire after the seventh anniversary of the Grant Date);
Financial Conduct Authority means the “competent authority” as that expression is defined in Part VI of the Financial Services and Markets Act 2000;
Financial Year means the financial year of the Company;
Flotation meansthe admission by the Financial Conduct Authority (or any other competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000) of any of the issued equity share capital of the Company to the Official List and such admission becoming effective;
Flotation Date means the date on which Flotation occurs;
Flotation Offer Price means the amount the Company’s shares were offered for purchase on the Flotation Date.
Gain means the difference between (i) the Market Value of a Plan Share on the date of exercise of an Option or the date of Vesting of a Conditional Share Award (as applicable) and (ii) the Award Price, multiplied by the number of Plan Shares in respect of which the Option is being exercised or the Conditional Share Award is Vesting;
Grantor means:
Group means the Company and its Subsidiaries from time to time and Group Member shall be interpreted accordingly;
Holding Period means the period (if any) specified under Rule 1.4 (commencing from the Vesting Date of the relevant Award) during which the restrictions contained in Rule 1.9 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:
(a) if at the relevant time Plan Shares are listed in the Daily Official List of the London Stock Exchange (or any other recognised stock exchange within the meaning of section 1005 of ITA 2007 or the Alternative Investment Market of the London Stock Exchange), the middle market quotation (as derived from that listing) on the preceding Dealing Day or, if the Grantor determines, the value equal to the average middle market quotation for such number of Dealing Days preceding that day as the Grantor may determine, in which case and in relation to the grant of an Award such period of Dealing Days shall begin no earlier than the Dealing Day preceding a day on which an Award may be granted under Rule 1.5; or
(b) where Plan Shares are not so listed, the market value of a Plan Share calculated as described in the Taxation of Chargeable Gains Act 1992.
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 Hostelworld Group plc Long Term Incentive Plan as amended from time to time;
Plan Shares means ordinary shares in the capital of the Company (or any shares representing them);
Post-Vesting Holding Period means a requirement imposed on the Award Holder to retain some or all (as determined by the Grantor) of the net (i.e. after tax) number of Plan Shares received on the Vesting of a Conditional Share Award or the exercise of an Option until the fifth anniversary of the Award Date or such longer or shorter period determined by the Grantor on the Award Date;
Recipient means a person who, by virtue of being an Award Holder, had Plan Shares transferred to him (or to the Holder or to another party to be held on his behalf) on or before Vesting of his Award (or, where the Award is in the form of an Option, exercise of that Option);
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;
Share Ownership Requirement means any requirement, as may be notified to an Award Holder by the Committee from time to time, for him to maintain a holding of a number of Plan Shares;
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:
Vesting Period means the period from the Award Date to the normal date of Vesting (or, where the context requires, such earlier date of Vesting as provided for under the Plan Rules).
In the Plan, unless otherwise specified:
International Sub-Plan
In accordance with Rule 17.1 of the Hostelworld Group plc Long Term Incentive Plan (the "Plan") the Committee has adopted this international sub-plan (the "Sub-Plan") for the purposes of granting phantom Awards to selected Employees overseas. Unless otherwise stated below, defined terms and expressions used in the Sub-Plan shall have the same meaning given to them in the Plan.
Only Awards over Notional Shares may be granted pursuant to the Sub-Plan and not any other form of Award.
For the purposes of granting Awards under this Sub-Plan, the rules of this Sub-Plan shall comprise the Rules of the Plan as modified below:
3.1 All references to "Plan Shares" within the Rules shall be replaced, where the context requires, with references to "Notional Shares";
3.2 "Notional Shares" shall mean the notional or phantom units used to calculate the value of an Award Holder's Award, which track the price of ordinary shares in Hostelworld Group plc;
3.3 All references to "Options", where the context requires, shall be interpreted to mean an "option over Notional Shares";
3.4 All references to "Conditional Share Awards", where the context requires, shall be interpreted to mean an "award over Notional Shares"
3.5 the definition of "Gain" shall be replaced in its entirety with the following:
"means the difference between (i) the Market Value of an ordinary share in the capital of Hostelworld Group plc on the date of exercise of an Option or Vesting of a Conditional Share Award and (ii) the Award Price, multiplied by the number of Plan Shares in respect of which the Option is being exercised or in respect of which the Conditional Share Award has vested;"
3.6 Rule 7.8 (Issue of Plan Shares) shall be replaced in its entirety with the following:
"Subject to Rules 7.4, 7.9 and 13 and to any necessary consent 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:
• the exercise date, in the case of an Option, make a cash payment to the Award Holder equal to the Gain on the date of exercise of the Option and provide to the Award Holder, in the case of the partial exercise of an Option, an Award Certificate in respect of, or the original Award Certificate updated to show, the unexercised part of the Option; and
• the Vesting of an Award, in the case of a Conditional Share Award, make a cash payment to the Award Holder equal to the Gain on the Vesting date of the Award."
3.7 If Rule 7.10 (Dividend Equivalents) applies, an Award may include the right to receive an amount (in cash or in Notional Shares) and otherwise subject to the remainder of Rule 7.10
3.8 If Rule 10 (Exchange of Awards) applies, any New Award granted thereunder will be in respect of such notional shares or phantom units as the Committee may determine and otherwise subject to the remainder of Rule 10; and
3.9 Rule 14 (Issue and Listing of Plan Shares), shall not apply in connection with Awards granted under this Sub-Plan.
Employees of Record Sub-Plan
to the Hostelworld Group plc Long Term Incentive Plan
In accordance with Rule 17.1 of the Hostelworld Group plc Long Term Incentive Plan (the "Plan") the Committee has adopted this sub-plan (the "Sub-Plan") for the purposes of granting phantom Awards to selected employees of record, who provide services to the Group but who are not directly employed by a Group Company. Unless otherwise stated below, defined terms and expressions used in the Sub-Plan shall have the same meaning given to them in the Plan.
Only Awards over Notional Shares may be granted pursuant to the Sub-Plan and not any other form of Award.
For the purposes of granting Awards under this Sub-Plan, the rules of this Sub-Plan shall comprise the Rules of the Plan as modified below:
3.1 the definition of "Annual Remuneration" shall be replaced in its entirety with the following:
"means the basic salary or fee paid to the Eligible Employee for the provision of services to any Group Member by the Employer of Record expressed as an annual rate as at the Award Date";
3.2 the definition of "Eligible Employee" shall be replaced in its entirety with the following:
"means an individual who at the Award Date provides services to any Group Member, but who is not directly employed or engaged by any Group Member and is instead an employee or a contractor of an Employer of Record"
3.3 a new definition of "Employer of Record" shall be included as follows:
"means a third-party organisation contracted to take responsibility for engaging and paying employees and/or workers to provide services to any Group Member".
3.4 the definition of "Relevant Employment" shall be replaced in its entirety with the following:
"means the provision of services to any Group Member through employment and/or engagement with an Employer of Record".
3.5 All references to "Plan Shares" within the Rules shall be replaced, where the context requires, with references to "Notional Shares";
3.6 "Notional Shares" shall mean the notional or phantom units used to calculate the value of an Award Holder's Award, which track the price of ordinary shares in Hostelworld Group plc;
3.7 All references to "Options", where the context requires, shall be interpreted to mean an "option over Notional Shares";
3.8 All references to "Conditional Share Awards", where the context requires, shall be interpreted to mean an "award over Notional Shares"
3.9 the definition of "Gain" shall be replaced in its entirety with the following:
"means the difference between (i) the Market Value of an ordinary share in the capital of Hostelworld Group plc on the date of exercise of an Option or Vesting of a Conditional Share Award and (ii) the Award Price, multiplied by the number of Plan Shares in respect of which the Option is being exercised or in respect of which the Conditional Share Award has vested;"
3.10 Rule 7.8 (Issue of Plan Shares) shall be replaced in its entirety with the following:
"Subject to Rules 7.4, 7.9 and 13 and to any necessary consent 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:
• the exercise date, in the case of an Option, make a cash payment to the Award Holder equal to the Gain on the date of exercise of the Option and provide to the Award Holder, in the case of the partial exercise of an Option, an Award Certificate in respect of, or the original Award Certificate updated to show, the unexercised part of the Option; and
• the Vesting of an Award, in the case of a Conditional Share Award, make a cash payment to the Award Holder equal to the Gain on the Vesting date of the Award."
3.11 If Rule 7.10 (Dividend Equivalents) applies, an Award may include the right to receive an amount (in cash or in Notional Shares) and otherwise subject to the remainder of Rule 7.10
3.12 Rule 8.2 (Injury, disability, redundancy, retirement etc) shall apply with the following amendments (underlined):
• the Award Holder providing services to a company which ceases to be a Group Member;
• the Award Holder providing services to an undertaking or part of an undertaking which is transferred to a person who is not a Group Member; or
3.13 Rule 8.3 (Meaning of ceasing to be in Relevant Employment) shall apply with the following amendments (underlined):
For the purposes of the Plan, an Award Holder shall not be treated as ceasing to be in Relevant Employment until he is no longer employed or engaged by the Employer of Record to provide services to any Group Member and/or he no longer holds any office or employment with any Group Member. In addition, an Award Holder shall not be treated as so ceasing if within seven days he recommences employment or becomes an office holder with any Group Member.
The Committee may determine that an Award Holder will be treated as ceasing to be in Relevant Employment when he gives or receives notice of termination of his employment, engagement and/or of the provision of his services to any Group Member.
3.14 If Rule 10 (Exchange of Awards) applies, any New Award granted thereunder will be in respect of such notional shares or phantom units as the Committee may determine and otherwise subject to the remainder of Rule 10; and
3.15 Rule 14 (Issue and Listing of Plan Shares), shall not apply in connection with Awards granted under this Sub-Plan.
3.16 Rule 13.1 (Accounting for PAYE and National Insurance contributions) (Deductions) shall apply with the following amendments (underlined):
Unless the Award Holder discharges any liability that may arise himself, the Grantor, the Company, any Group Member and/or the Employer of Record (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 Awards.
3.17 Rule 15 (Relationship of Plan to contract of employment) shall apply with the following amendments (underlined):
Notwithstanding any other provision of the Plan:
Participation in the Plan shall not entitle any Eligible Employee to employment with any Group Member, or otherwise deem them to be an employee of any Group Member.
The Grantor may only operate Rules 6.2.2, 6.2.4 and 6.2.5 in respect of Awards granted on or after 29th March 2019. ↑
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