Barratt Developments PLC — Remuneration Information 2015

Oct 6, 2015

BARRATT DEVELOPMENTS PLC

THE BARRATT DEVELOPMENTS DEFERRED BONUS PLAN

Shareholders' approval:	11 November 2015
Directors' approval:	11 November 2015
Expiry date:	11 November 2025

SLAUGHTER AND MAY One Bunhill Row, London EC1Y 8YY Ref: JZF/KQXL

529715780

THE RULES OF THE BARRATT DEVELOPMENTS DEFERRED BONUS PLAN

CONTENTS

		Page
1.	INTERPRETATION AND CONSTRUCTION	1
1.1 1.2 1.3 1.4 1.5 1.6	Definitions Meaning of ceasing to be employed within the Group Construction of the Rules Governing law Administration Disputes
2.	ELIGIBILITY	4
3.	GRANTING AWARDS	4
3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8	Restrictions on grant Individual limit Operation of the Plan Granting Basic Awards and Matching Awards Timing of grant Performance Targets and other conditions Changing the Performance Targets and other conditions Notification to the Trustee
4.	PLAN LIMITS	7
4.1 4.2 4.3 4.4	General Meaning of terms used in Rule 4 10% in 10 years for all schemes 5% in 10 years for discretionary schemes
5.	GENERAL	8
5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8	Non-transferability of Awards Relationship to contract of employment Rights of new Shares issued Listing Notices and circulars to shareholders Costs Notices to Eligible Employees and Participants Notices to the Company and the Trustee
6.	CHANGING AND ENDING THE PLAN	10
6.1 6.2 6.3 6.4 6.5 6.6	Power of change- general Power of change - sub-plans Power of change - limitations Power of change - exceptions Notification of changes Ending the Plan
	SCHEDULE 1 - TERMS APPLICABLE TO AN AWARD WHICH IS AN OPTION
1.	GENERAL	12
2.	DEFINITIONS	12
3.	GRANT OF OPTIONS	13
4.	LOSS OF MATCHING AWARDS	13
5.	VESTING OF SHARES	13

6.	RESTRICTIONS UPON EXERCISE	14
6.1 6.2 6.3 6.4 6.5	General End of Exercise Period Lapsing of Awards Restrictions Share dealing code
7.	EXERCISE OF AN AWARD	15
7.1 7.2 7.3 7.4 7.5 7.6	Timing Method of exercise Time of exercise Transfer of Shares Withholding obligations NIC Liability
8.	LEAVING EMPLOYMENT	16
8.1 8.2 8.3	Leaving employment - Vested Awards Leaving employment - Unvested Basic Awards without a related Matching Award Leaving employment - Unvested Basic Awards with a related Matching Award
9.	CHANGE OF CONTROL AND LIQUIDATION	18
9.1 9.2 9.3 9.4 9.5	Change of Control - Vested Awards Scheme of arrangement - Vested Awards Liquidation - Vested Awards Unvested Awards Overriding provision
10.	SUBSTITUTE AWARDS FOLLOWING CHANGE OF CONTROL 20
10.1 10.2 10.3 10.4	Application Release of Awards Deemed release Consequences of release
11.	VARIATION OF CAPITAL	21
11.1 11.2 11.3	General Adjustment of Awards Notification of adjustment
	SCHEDULE 2 - TERMS APPLICABLE TO AN AWARD WHICH IS A CONDITIONAL AWARD
1.	GENERAL	23
2.	DEFINITIONS	23
3.	GRANT OF CONDITIONAL AWARDS
4.	LOSS OF MATCHING AWARDS	24
5.	VESTING OF SHARES	24
6.	RESTRICTIONS UPON RELEASE OF SHARES
6.1 6.2 6.3 6.4	General Lapsing of Conditional Awards Restrictions on release Share dealing code
7.	RELEASE OF SHARES	26
7.1 7.2 7.3	General Withholding obligations NIC liability

8. LEAVING EMPLOYMENT 27

8.1 8.2 8.3	Leaving employment - Vested Awards Leaving employment - Unvested Basic Awards without a related Matching Award Leaving employment - Unvested Matching Awards with a related Matching Award
9.	CHANGE OF CONTROL AND LIQUIDATION	28
9.1 9.2 9.3 9.4 9.5	Application of Clause 9 Vested Awards Unvested Awards Liquidation Overriding provision
10.	SUBSTITUTE AWARDS FOLLOWING CHANGE OF CONTROL	30
10.1 10.2 10.3 10.4	Application Release of Conditional Awards Deemed release Consequences of release
11.	VARIATION OF CAPITAL	31
11.1	General

• 11.2 Adjustment of Awards
• 11.3 Notification of adjustment

THE BARRATT DEVELOPMENTS DEFERRED BONUS PLAN

PLAN SUMMARY

The Barratt Developments Deferred Bonus Plan has been set up to encourage or facilitate the holding of shares in the Company by or for the benefit of bona fide employees and former employees of the Company and its subsidiaries by giving the Company authority to require employees to invest part of their bonus in shares in the Company.

The Plan is an employees' share scheme within the meaning of section 1166 of the Companies Act 2006.

At the beginning of each financial year, the selected employees will be notified of the amount of bonus that may be earned over the financial year and of the appropriate performance targets; these will be a combination of corporate and personal objectives. When the audited results of the financial year are known, the level of bonuses will be quantified.

The Company may determine that some or all of the bonus must be paid as an award - a basic award under the Plan.

A basic award will be in respect of shares in the Company with an equivalent value to the cash bonus that would otherwise be paid. Employees who are granted a basic award may also be granted a matching award over an additional number of shares. Each matching award will be subject to one or more performance targets which must, in normal circumstances, be met before the award may be exercised or shares released. Performance targets will normally be measured over a period of not less than three years. Special rules apply in the event of the participant's employment terminating early or on a change of control of the Company.

Awards may take one of two forms:

• an Option: an Option is the right to acquire, at no cost, a specified number of shares. An Option allows the participant to select the time, during the exercise period specified at the time of grant, at which to acquire his shares; and
• a Conditional Award: a Conditional Award is the right to receive the specified number of shares once the specified conditions have been satisfied. Under a Conditional Award, the shares will be released to the participant automatically without any action on the part of the participant.

This summary of the Plan does not form part of the rules of the Plan which apply in the event of any inconsistency.

THE BARRATT DEVELOPMENTS DEFERRED BONUS PLAN

1. INTERPRETATION AND CONSTRUCTION

1.1 Definitions

In this Plan, the following expressions have the meanings shown next to them:

Award - an award made under this Plan which is either an Option or a Conditional Award;

Award Shares - the Shares in respect of which an Award is granted;

Basic Award - an Award granted to an Eligible Employee pursuant to a Bonus Plan.

Board - the board of directors of the Company or a committee appointed by it;

Bonus - in relation to a Financial Year, the amount of the cash bonus to which the Eligible Employee is entitled or, but for his participation in the Plan, would be entitled under the Bonus Plan for that Financial Year;

Bonus Plan - any cash bonus scheme designated by the Committee as a Bonus Plan for the purposes of this Plan;

Committee - the Committee of the Board which is known as the Remuneration Committee or any successor committee;

Company - Barratt Developments PLC, registered in England with No. 604574;

Conditional Award - a right to receive Shares subject to and in accordance with the terms set out in Schedule 2 to these Rules;

Control - the same meaning as in section 995 (Meaning of "control") of the Income Tax Act 2007;

Dealing Day - a day on which the Stock Exchange is open for business;

Eligible Employee - any person who is eligible to take part in the Plan according to Rule 2 (Eligibility);

Financial Year - a financial year of the Company within the meaning of section 390 (A company's financial year) of the Companies Act 2006;

Grant Date - the date on which an Award is granted;

Grantor - the Company for Awards granted or to be granted by the Company and the Trustee for Awards granted or to be granted by the Trustee;

Group - the Company and its Subsidiaries and the expression member of the Group is to be construed accordingly;

Holding Company - the same meaning as in section 1159 (Meaning of "subsidiary" etc) of the Companies Act 2006;

Matching Award - an Award that is granted to a Participant to match his Basic Award and the term related is to be construed accordingly;

NIC Liability - a liability to pay national insurance contributions in the United Kingdom (or their equivalent, in the opinion of the Committee, outside the United Kingdom), taxes or duties in relation to an Award or the benefits receive or capable of being received in respect of an Award;

Option - a right to acquire Shares subject to and in accordance with the terms set out in Schedule 1 to these Rules;

Participant - the Eligible Employee to whom the Award was granted or, after his death, his personal representative;

Participating Employer - any member of the Group;

Performance Period - in relation to an Award, the period specified by the Committee as the Performance Period for that Award;

Performance Target - the target or targets for a Matching Award set under Rule 3.6 (Performance Targets and other conditions) as from time to time changed under Rule 3.7 (Changing the Performance Targets and other conditions);

Permitted Reason - in relation to a Participant:

• (a) his death,
• (b) his ill-health, injury or disability as a consequence of which it is established, to the satisfaction of the Committee, that the Participant is prevented from following his normal employment;
• (c) his redundancy (within the meaning of the Employment Rights Act 1996) or retirement, unless in either such case the Committee determines that the circumstances are not such as to amount to a Permitted Reason; or
• (d) such other circumstances as the Committee may, in any particular case, determine;

Plan - this plan including any schedule to the Rules;

Rules - the rules of this Plan;

Share - a fully-paid ordinary share in the capital of the Company;

Stock Exchange - London Stock Exchange plc or any recognised investment exchange for the purposes of the Financial Services and Markets Act 2000 which may take over the function of the London Stock Exchange plc;

Subsidiary - the same meaning as in section 1159 (Meaning of "subsidiary" etc) of the Companies Act 2006;

Trustee - the trustee of any employee benefit trust set up for the benefit of employees of the Group which has agreed to be the Trustee for the purposes of the Plan;

UK Listing Authority - the Financial Conduct Authority acting under the authority granted in Part VI of the Financial Services and Markets Act 2000 or such other person as is from time to time appointed to act under Part VI of that Act.

1.2 Meaning of ceasing to be employed within the Group

Subject to the rest of this Rule, an individual is to be treated as ceasing to be employed within the Group for the purposes of the Plan when he is no longer employed by any member of the Group.

If an individual is away from work because of pregnancy or confinement or another absence approved by the Committee for this purpose, the individual will be treated for the purposes of the Plan as continuing to be employed within the Group unless and until the Committee is satisfied that there is no longer any reasonable expectation that he or she will return to work.

1.3 Construction of the Rules

Any reference in the Plan:

• to the singular includes the plural and vice versa;
• to the masculine includes the feminine; and
• to an enactment includes that enactment as for the time being amended or re-enacted.

The Schedules to these Rules form part of the Rules.

1.4 Governing law

This Plan and any Award granted under it are governed by English law.

1.5 Administration

Unless the Rules say otherwise, the Committee will administer the Plan.

1.6 Disputes

The Committee's decision on the construction of the Rules and on any disputes arising under the Plan is final and binding on all persons. Where the Committee has a discretion in relation to Participants who leave employment, the chair of the Committee's decision on any disputes arising in relation to such discretion will be final and binding on all persons.

2. ELIGIBILITY

A person is an Eligible Employee if he satisfies the following conditions on the Grant Date:

• (a) he is an employee (including a director who receives a salary) of a Participating Employer; and
• (b) unless the Committee decides that the person should in any event be treated as an Eligible Employee:
• he is not within six months of his anticipated retirement date (if known); and
• he is not under notice (given or received).

3. GRANTING AWARDS

3.1 Restrictions on grant

The Committee must make sure:

• that the limits in Rule 4 (Plan limits) are not exceeded;
• that the individual limit in Rule 3.2 is not exceeded;
• that Awards are not granted after 11 November 2025; and
• that the Plan is not operated at any time, or in any circumstances, when to do so would breach the Criminal Justice Act 1993, the Company's share dealing code, the Listing Rules of the UK Listing Authority or any other applicable laws or regulations.

If, as a result of this last provision, the date on which an Award is granted to an Eligible Employee has to be deferred, the Committee may nevertheless decide that the Grant Date of that Award will be the date on which the Award would have been granted but for the deferral.

3.2 Individual limit

Each Basic Award must be limited, and must therefore take effect, so that total market value of the Shares in respect of which that Award was granted, together with the total market value of the Shares in respect of which the Participant was granted a Basic Award either at the same time or in the same Financial Year, does not exceed the amount of the Bonus that would otherwise have been paid to the Participant but for his participation in the Plan.

For this purpose, the market value of a Share is the average of the closing middle-market quotations of a Share, as derived from the Daily Official List of the Stock Exchange, for the first five Dealing Days following the date of the preliminary announcement of the Company's results for the preceding Financial Year.

Each Matching Award must be limited, and must therefore take effect, so that it is in respect of no more than the number of Shares comprised in the related Basic Award.

3.3 Operation of the Plan

Whenever it decides to operate the Plan, the Committee must decide:

• the part of the Bonus that will be paid as a Basic Award;
• who is to be the Grantor of the Award;
• what type of Awards are to be granted; and
• whether Matching Awards will be granted.

If the Grantor is to be the Trustee, the Committee must obtain the Trustee's agreement beforehand. The Trustee may not grant an Award without the consent of the Committee.

Each Participant must be informed of:

• the basis upon which that Eligible Employee will participate;
• the amount of his Bonus that will be used;
• the basis for determining the number of Shares in respect of which a Basic Award will be granted; and
• whether a Matching Award will be granted and, if so, the basis for determining the number of Shares in respect of which it will be granted.

3.4 Granting Basic Awards and Matching Awards

On the Grant Date, the Grantor must grant:

• a Basic Award to each Eligible Employee who is entitled to a Basic Award under the terms of his participation in the Bonus Plan for the previous Financial Year; and
• if and to the extent that the Committee so decides, a Matching Award to each Eligible Employee who has been granted a Basic Award.

The number of Shares in respect of which an Award is granted will be determined according to the basis (if any) previously notified to the Eligible Employee and otherwise on such basis as the Committee may decide.

Awards may not, however, be granted to any individual who is not an Eligible Employee on the Grant Date.

3.5 Timing of grant

Subject to Rule 3.1, Awards may be granted as follows:

• in the six weeks following any date on which the Company announces its results to the Stock Exchange;
• in the six weeks following the end of any period during which the Committee has not been able to grant Awards because of the Company's share dealing code, the Listing Rules of the UK Listing Authority or any other applicable laws or regulations; and
• at other times if the Committee considers that exceptional circumstances exist.

3.6 Performance Targets and other conditions

The Committee must make each Matching Award subject to one or more Performance Targets.

The Committee may also impose other conditions. In particular, but without limitation, an Award (whether Matching or Basic) may be granted on terms that the Participant must agree to bear the cost of some or all of any NIC Liability arising from the Award either by reimbursing the person otherwise liable or by entering into an election to transfer the NIC Liability to himself.

The Performance Target must be, in the opinion of the Committee, challenging and must reflect the Company's objectives. The extent to which the Performance Target is treated as met is subject to the Committee being satisfied that the Company's underlying financial performance warrants the level of vesting that would otherwise be achieved. If the Committee is not of this view then it may reduce the extent to which an Award vests.

Except where the Plan otherwise specifies, the Performance Targets must be measured over a period of not less than three years beginning either with the Grant Date or with the start of the Financial Year in which the Matching Award is granted.

3.7 Changing the Performance Targets and other conditions

Subject to the rest of this Rule, the Committee may change the Performance Target or the other conditions in any of the following circumstances, provided that, in the Committee's opinion, the new or altered Performance Target is no less challenging than the original Performance Target was when originally set:

• if the terms of the Performance Target or the other conditions allow it; or
• if any event happens or a series of events happen as a result of which the Committee considers it fair and reasonable to make the change.

The power to change includes the power both to adjust and also the power to impose a new objective Performance Target or different objective conditions.

The Company must tell each Participant of any changes in the Performance Target or other conditions which apply to his Award.

3.8 Notification to the Trustee

In any case where the Grantor is the Trustee, the Committee must notify the Trustee before setting the Performance Target or the other conditions. If the Performance Target or the other conditions are subsequently changed, the Committee must notify the Trustee as soon as practicable afterwards.

3.9 Clawback and Malus

The provisions of Appendix 1 shall apply where the Committee resolves, on or prior to the grant of the Award, that Appendix 1 should be applicable to that Award.

4. PLAN LIMITS

4.1 General

Where an Award is to be satisfied by the issue of new Shares, the Committee must make sure that the nominal amount of Shares over which that Award is granted does not exceed the limits set out in Rules 4.3 and 4.4.

4.2 Meaning of terms used in Rule 4

In Rule 4:

• an award is any right to acquire or receive Shares whether conditional or unconditional;
• a discretionary scheme is a scheme in which those taking part are senior employees and directors chosen at the discretion of the body administering the scheme;
• an employee share scheme is any scheme for employees of the Group which has been approved by the Company in general meeting;
• equity share capital has the same meaning as in section 548 (Equity share capital) of the Companies Act 2006;
• treasury shares has the same meaning as in section 724 (Treasury shares) of the Companies Act 2006;
• no account will be taken of Shares acquired by the recipient of an award (or the personal representatives of such a person) where the Shares are acquired for a price equal to their market value at or about the date of acquisition;
• subject to the following point, no account will be taken of an award if and to the extent to which the Committee considers that it will be satisfied by the transfer of existing Shares (including treasury shares); and

any Shares issued or remaining issuable to the trustee of any trust (excluding for the avoidance of doubt treasury shares) which were used or which are to be used to satisfy awards granted under an employee share scheme must be treated as having been issued or as remaining issuable in respect of those awards unless the Shares were acquired by the trustee pursuant to a rights issue or other opportunity offered to the trustee in respect of Shares held by it and acquired otherwise than by subscription.

4.3 10% in 10 years for all schemes

The limit for this Rule is 10% of the nominal amount of the Company's equity share capital on the day before the Grant Date less the total nominal amount of:

• Shares issued in respect of awards granted within the previous 10 years under any employee share scheme;
• Shares remaining issuable in respect of awards granted on the same date or within the previous 10 years under any employee share scheme; and
• Shares issued on the same date or within the previous 10 years under any employee share scheme otherwise than in respect of an award.

4.4 5% in 10 years for discretionary schemes

The limit for this Rule is 5% of the nominal amount of the Company's equity share capital on the day before the Grant Date less the total nominal amount of:

• Shares issued in respect of awards granted within the previous 10 years under any discretionary employee share scheme;
• Shares remaining issuable in respect of awards granted on the same date or within the previous 10 years under any discretionary employee share scheme; and
• Shares issued on the same date or within the previous 10 years under any discretionary employee share scheme otherwise than in respect of an award.

5. GENERAL

5.1 Non-transferability of Awards

An Award is personal to the Participant. Accordingly, an Award will lapse if:

• the Participant transfers it or creates any interest in it in favour of any third party; or
• a bankruptcy order is made in respect of him or any similar event occurs under the laws of any country other than England.

5.2 Relationship to contract of employment

Participation in the Plan is a matter entirely separate from, and does not affect, a Participant's pension rights or terms of employment.

If a Participant ceases to be entitled to exercise an Award or to receive Shares or the Shares are forfeited because the Participant's employment ends (whether fairly, unfairly, lawfully or wrongfully) or for any other reason, the Participant will not be entitled to any compensation by reference to the rights granted to, or the benefits capable of being received by, him under the Plan or for the loss of such rights or benefits.

5.3 Rights of new Shares issued

Any new Shares issued under the Plan must rank equally in all respects with other Shares then in issue except for rights which attach to Shares by reference to a record time or date prior to the time or date of issue.

5.4 Listing

The Company must apply to the UK Listing Authority for any new Shares issued under the Plan to be listed on the Stock Exchange and to the Stock Exchange to have the Shares admitted to trading. The Company need not do so, however, if the Shares are not traded on the Stock Exchange.

5.5 Notices and circulars to shareholders

The Company need not give Participants copies of any documents sent by the Company to its shareholders. However, the Company must give Participants written notice of events which entitle them to exercise their Options under Clause 9 (Change of Control and liquidation) of Schedule 1.

5.6 Costs

The Company must pay the costs of preparing and running the Plan. It may, however, require Participating Employers to share the costs on such a basis as the Board considers fair.

5.7 Notices to Eligible Employees and Participants

Any notice under the Plan to an Eligible Employee or Participant may be given personally or through the internal post or by sending it by post, e-mail or facsimile or by other electronic means (including the internet and the intranet) to the address or number given by that person.

Where a notice or document is sent to an Eligible Employee or Participant by post it will be treated as being received 72 hours after it was put into the post properly addressed and stamped. In all other cases, the notice or document will be treated as received when it is given.

All notices and documents given or sent to Eligible Employees or Participants will be given or sent at the risk of the addressee. Neither the Company nor any of its Subsidiaries nor the Grantor has any liability in respect of any notice or document given or sent, nor any obligation to check that the addressee actually receives it.

5.8 Notices to the Company and the Trustee

Any notice or document to be given to the Company or Grantor must be given by such means as the Board may from time to time decide. Such means may include, but not be limited to, delivering it personally or through the internal post to the recipient's registered office or principal place of business or by sending it by facsimile or e-mail or other electronic means (including the internet and the intranet).

Unless otherwise agreed by the Company, a notice or document will only be effective once it is received by the recipient.

All notices and documents given or sent to the Company or the Grantor will be given or sent at the risk of the sender. Neither the Company nor any of its Subsidiaries nor the recipient has any liability in respect of any notice or document given or sent.

6. CHANGING AND ENDING THE PLAN

6.1 Power of change - general

Subject to the limitations in Rule 6.3, the Board, on the recommendation of the Committee, may change the Plan in any way.

6.2 Power of change - sub-plans

In exercise of the power of change, the Board may create sub-plans.

6.3 Power of change - limitations

Subject to the exceptions in Rule 6.4, the approval of the Company in general meeting must be obtained before making any change to the advantage of employees or Participants to the following provisions;

• Rule 2 (Eligibility);
• Rule 3.2 (Individual limit);
• Rule 3.6 (Performance Targets and other conditions);
• Rule 3.7 (Changing the Performance Targets and other conditions);
• Rule 4 (Plan limits);
• Rule 5.3 (Rights of new Shares issued);

• Clauses 6 (Restrictions upon exercise) and 11 (Variation of capital) of Schedule 1;

• Clauses 6 (Restrictions upon release of Shares) and 11 (Variation of capital) of Schedule 2; and

• Rule 6.

Subject to the exceptions in Rule 6.4, no change may be made which would affect adversely any of the subsisting rights of a Participant except either with his written consent or with the consent of most of the Participants affected by the change.

6.4 Power of change - exceptions

The Board may change the Plan to take account of any changes to any relevant law.

The Board may change the Plan and/or the terms of Awards to get or keep favourable tax, exchange control or regulatory treatment for Participants or any member of the Group.

The Board may make minor changes to the Plan to ease its administration or to correct clerical errors.

6.5 Notification of changes

The Company must tell a Participant about any change which affects his rights to any material extent.

6.6 Ending the Plan

The Board may end the Plan at any time in which case no further Awards will be granted. In all other respects, the Plan will remain in force.

SCHEDULE 1

TO THE RULES OF THE BARRATT DEVELOPMENTS DEFERRED BONUS PLAN

TERMS APPLICABLE TO AN AWARD WHICH IS AN OPTION

1. GENERAL

The terms set out in this Schedule apply where the Award is an Option.

2. DEFINITIONS

In this Schedule, the following expressions have the meanings shown next to them:

Clauses - the clauses set out in this Schedule;

Exercise Period - such period as the Committee may set at the time of grant ending not later than the day before the tenth anniversary of the Grant Date;

Unvested Award - any Option or, as the case may be, that part of an Option that is not a Vested Award and the expressions Unvested Basic Awards and Unvested Matching Awards are to be construed accordingly;

Vested Award - subject as otherwise provided in this Schedule:

• in relation to an Option which is a Basic Award, and in respect of which a Matching Award has not been granted, an Option in respect of which the Vesting Date has passed or as determined according to Clause 8 (Leaving employment) or 9 (Change of Control and liquidation);
• in relation to an Option (or that part of an Option) which is a Basic Award and in respect of which a Matching Award has also been granted, an Option in respect of which either the Vesting Date of the related Matching Award has occurred or in respect of which the related Matching Award has lapsed (unless otherwise determined by the Committee), or as determined according to Clause 8 (Leaving employment) or 9 (Change of Control and liquidation); and
• in relation to an Option (or that part of an Option) which is a Matching Award, that part of the Option in respect of which the Performance Target has been met or as determined according to Clause 8 (Leaving employment) or 9 (Change of Control and liquidation);

and the expressions Vested Basic Awards and Vested Matching Awards are to be construed accordingly;

Vested Shares - the number of Award Shares subject to a Vested Award; and

Vesting Date - save as provided in this Schedule, in relation to:

• an Award that is a Basic Award, the first day of the Exercise Period; and
• an Award (or part of an Award) that is a Matching Award, the date on which the Committee certifies in accordance with these provisions that the Performance Targets applicable to that Award have or have not been met.

3. GRANT OF OPTIONS

On the Grant Date, the Grantor must execute a deed of grant in favour of each recipient of an Option. The deed of grant may be in favour of more than one recipient. If so, it will be retained by the Grantor but the Grantor must make it (or the relevant part of it) available for inspection by each recipient. As soon as practicable after the Grant Date, the Grantor must give each recipient written details of his Option. The deed of grant and the written details given to each recipient must state the full terms of the Performance Target (if applicable) and any additional conditions applicable to the Option.

4. LOSS OF MATCHING AWARDS

If a prohibited act occurs in relation to a Participant's Basic Award, any related Matching Award will immediately lapse unless and to the extent that the Committee decides otherwise. A prohibited act is:

• any event which results in the Award lapsing under Rule 5.1 (Non-transferability of Awards); and
• the exercise of the Basic Award before the Vesting Date of any related Matching Award except where permitted by Clause 9 (Change of Control and liquidation).

5. VESTING OF SHARES

5.1 Basic Award without a Matching Award

Save as otherwise provided in this Schedule, a Basic Award with no related Matching Award will become a Vested Award on the first day of the Exercise Period.

5.2 Matching Award

Save as otherwise provided in this Schedule, at the end of the Performance Period, the Committee must determine whether and to what extent a Matching Award has become a Vested Award according to the Performance Targets and notify the Participant accordingly. If and to the extent that, according to the targets, the Award Shares do not become Vested Shares, the Matching Award will immediately lapse.

5.3 Basic Award with a Matching Award

Save as otherwise provided in this Schedule, a Basic Award with a related Matching Award will become a Vested Award on the date that the related Matching Award either becomes a Vested Award or lapses.

6. RESTRICTIONS UPON EXERCISE

6.1 General

Clause 6 overrides the other Clauses except where otherwise stated.

6.2 End of Exercise Period

An Award will lapse at the end of the Exercise Period.

6.3 Lapsing of Awards

If an Award (or a part of an Award) lapses under any Rule or Clause, it (or the relevant part of it) may not be exercised subsequently under any other Clause.

6.4 Restrictions

A Participant may not exercise his Award:

• unless it is a Vested Award;
• except in accordance with any other conditions imposed under Rule 3.6 (Performance Targets and other conditions) as changed under Rule 3.7 (Changing the Performance Targets and other conditions).

6.5 Share dealing code

A Participant's Award may not be exercised during a restricted period except with the consent given under the Company's share dealing code. A restricted period is any time when the buying or selling of securities by a director or employee of the Company would break that code. This restriction applies even if the Participant is not at that time prohibited by the code from acquiring or disposing of securities.

This restriction does not, however, apply if permission to exercise the Award is given:

• in the case of a Participant who is bound by that code, in accordance with the procedures laid down in the code; and
• in the case of any other Participant, by such person as the Committee may nominate for this purpose.

7. EXERCISE OF AN AWARD

7.1 Timing

A Vested Award may be exercised during the Exercise Period. It may not be exercised either:

• before the start of the Exercise Period except where either Clause 8 (Leaving employment) or Clause 9 (Change of Control and liquidation) applies; or
• after the end of the Exercise Period.

Where an Award is exercisable, it may be exercised in whole or in part and from time to time.

7.2 Method of exercise

To exercise an Award, the Participant must give written notice to the Company. As soon as reasonably practicable after receipt of the notice, the Company must notify the Trustee if the Trustee is the Grantor. The notice of exercise must be in such form, and be accompanied by such other documents as the Committee may decide. The Participant must also comply with Clauses 7.5 and 7.6.

7.3 Time of exercise

Unless the Company agrees otherwise, the time and date of exercise of an Award will be the time and date on which the notice of exercise, complete in all material respects, is received by the Company.

7.4 Transfer of Shares

Within 30 days of the date of exercise, provided that the Participant has entered into arrangements satisfactory to the Company under Clauses 7.5 and 7.6 below, the Company must arrange for the transfer to, or at the direction of, the Participant of the Shares to which he is entitled on that exercise.

The Company's obligation under this Clause is, however, subject to:

• any necessary consents or approvals as may be required by any competent authority having first been obtained;
• the Participant having complied with the terms of the Award; and
• Clauses 7.5 and 7.6.

7.5 Withholding obligations

This Clause applies if the Committee considers that:

a Participant may be liable to tax, duties, social security contributions or other amounts on the exercise of an Award and/or on an Award becoming exercisable; and

any other person may have to make a payment to the appropriate authorities on account of that liability.

The Participant must either pay that person the amount which that person needs to pay (or has paid) the appropriate authorities or agree to other arrangements approved by the Company. If he does not do so within such period as is specified by the Company, then, to the extent necessary to make sure that the person is reimbursed for the amount due (or paid) to the appropriate authorities, the Participant will be deemed to have exercised the Award, authorised the disposal of the Shares transferable upon the exercise and the payment of the net proceeds of sale to that person.

7.6 NIC Liability

This Clause applies if an Award has been granted subject to a condition that the Participant must reimburse any person for some or all of the NIC Liability arising on the exercise of the Award or on the Award becoming exercisable or if the Participant has subsequently agreed to do so or if he has entered into an election to transfer some or all of that NIC Liability to himself.

The Participant must either pay the person the amount which he needs to pay (or has paid) the appropriate authorities or agree to other arrangements approved by the Company. If he does not do so within such period as is specified by the Company, then, to the extent necessary to make sure that the Participant complies with his obligations, the Participant will be deemed to have exercised the Award, authorised the disposal of the Shares issuable or transferable upon the exercise and the payment of the net proceeds of sale to that person.

8. LEAVING EMPLOYMENT

8.1 Leaving employment - Vested Awards

This Clause applies if a Participant's employment within the Group ends at a time when he holds a Vested Award.

The Vested Award will lapse on the date which is six months after the date on which his employment ends or on such later date, not exceeding 12 months after the date on which his employment ends, as the Committee may decide.

8.2 Leaving employment - Unvested Basic Awards without a related Matching Award

This Clause 8.2 applies if a Participant's employment within the Group ends at a time when he holds an Unvested Basic Award without a related Matching Award.

Ending employment – Permitted Reason

If his employment ends for a Permitted Reason, other than the Participant's death, the Unvested Basic Award will become a Vested Award on the Vesting Date, unless the Committee determines that it should become Vested on an earlier date (not earlier than the date employment ends). In the case of the Participant's death, and the Unvested Basic Award will become a Vested Award on the date of death. The Participant may exercise it in the period of six months starting with the date on which it vests (or

during such longer period, not exceeding 12 months, as the Committee may decide). At the end of that period, the Award will lapse.

Ending employment – no Permitted Reason

If his employment ends for a reason which is not a Permitted Reason, the Unvested Basic Award will lapse immediately.

8.3 Leaving employment – Unvested Basic Awards with a related Matching Award

This Clause 8.3 applies if a Participant's employment within the Group ends at a time when he holds an Unvested Basic Award with a related Matching Award.

Ending employment – no Permitted Reason

If his employment ends for any reason other than a Permitted Reason, the Unvested Basic and Matching Awards will both lapse immediately.

Ending employment – Permitted Reason

If his employment ends for a Permitted Reason, the extent to which his Unvested Matching Award will become a Vested Award (if at all) will be found by applying the following formula:

A/B x C

• where A is the number of complete weeks of the Performance Period ending with the date on which the Participant's employment ends;
• B is the length (in complete weeks) of the Performance Period; and
• C is the number of Award Shares in respect of which the Matching Award would, but for this Clause, have become a Vested Award on the application of the Performance Targets.

The Unvested Matching Award will become a Vested Award on the Vesting Date, save in the case of a Participant's death when the Unvested Matching Award will become a Vested Award on the date of death. In the event of a Participant's death, the Performance Targets will be assessed by the Committee based on performance over a period determined by the Committee ending on or about the date of the Participant's death.

In this case, the Basic Award will become a Vested Award on the Vesting Date of the related Matching Award. However, if the Participant so asks, the Committee may agree to the Basic Award becoming a Vested Award earlier but if the Basic Award is then exercised this will be a prohibited act which may result in the related Matching Award lapsing under Clause 4 (Loss of Matching Awards).

Other provisions

The exercise by a Participant of a Basic Award before the Vesting Date of any related Matching Award is a prohibited act which will result in the related Matching Award lapsing under Clause 4 (Loss of Matching Awards).

If and to the extent that an Award becomes a Vested Award under this Clause 8.3, the Participant may exercise it in the period of six months starting with the day on which the Award becomes a Vested Award or during such longer period, not exceeding 12 months, as the Committee may decide. At the end of that period, the Award will lapse.

If and to the extent that an Award does not become a Vested Award according to this Clause 8.3, it will lapse immediately.

9. CHANGE OF CONTROL AND LIQUIDATION

9.1 Change of Control - Vested Awards

This Clause 9 applies if a person (either alone or together with any person acting in concert with him):

• gets Control of the Company; or
• already having Control of the Company makes a general offer to acquire all of the Shares other than those which are already owned by him and/or any person acting in concert with him.

Each Participant may exercise his Vested Award in the six months after the date of the change of Control or, as the case may be, the date the offer is made.

If, as a result of getting Control or of making the offer, the person becomes entitled to give a notice under section 979 (Rights of offeror to buy out minority shareholder) of the Companies Act 2006 to the Company's Shareholders, each Vested Award will lapse 30 days after the date on which that notice is given unless it is exchanged (whether before or after the end of that period) for a new option under Clause 10 (Substitute awards following change of Control).

This is subject to Clause 9.5.

9.2 Scheme of arrangement - Vested Awards

This Clause applies where, under section 899 (Court sanction for compromise or arrangement) of the Companies Act 2006, the court approves a compromise or arrangement between the Company and its Shareholders.

Each Participant may exercise his Vested Award (if any) during such period as the Committee may decide. The period may not start before the date upon which the compromise or arrangement is approved by the court nor end later than six months after the date upon which it becomes effective. At the end of that period, each Vested Award will lapse unless exchanged (whether before or after the end of that period) for a new award under Clause 10 (Substitute awards following change of Control).

9.3 Liquidation - Vested Awards

Subject to the rest of this Clause, each Vested Award will lapse if an effective resolution is passed, or an order is made, for the Company to be wound up unless it is exchanged (whether before or after the passing of that resolution) for a new award under Clause 10 (Substitute awards following change of Control).

If a resolution is passed for the Company to be wound up voluntarily, each Participant may exercise his Vested Award (if any) in the period of 60 days after the resolution is passed. At the end of that period, the Award will lapse unless it is exchanged (whether before or after the passing of that resolution) for a new award under Clause 10 (Substitute awards following change of Control).

Where a Participant exercises an Award according to this Clause, he will be entitled to share in the Company's assets in the same way as he would have been entitled to had the Shares been registered in his name before the resolution was passed.

9.4 Unvested Awards

This Clause applies where, on the happening of any of the events mentioned in the preceding provisions of Clause 9, the Participant holds an Unvested Award.

If the Award is a Basic Award, it will become a Vested Award on the happening of the relevant event and the earlier provisions of Clause 9 will apply to it accordingly. For the avoidance of doubt, this will occur regardless of whether the Award is a Basic Award with a related Matching Award, and regardless of whether that Matching Award vests or lapses.

If the Award is a Matching Award, the following formula will be applied to determine whether or not it becomes a Vested Award:

A/B x C

• where A is the number of complete weeks of the Performance Period ending with the date of the relevant event mentioned in Clause 9.1;
• B is the length (in complete weeks) of the Performance Period; and
• C is:
  • (i) such number of Award Shares as is determined by applying the Performance Target (so far as is practicable) over the period from the start of the Performance Period to the date of the relevant event mentioned in Clause 9.1; or
  • (ii) such greater or lesser number of Award Shares as the Committee may decide if it considers that the Performance Target would have been met to a greater or lesser extent at the end of the Performance Period.

If and to the extent that the Award becomes a Vested Award according to this formula, the earlier provisions of Clause 9 will apply to it accordingly, if and to the extent that it does not become a Vested Award according to this formula, the Award will forthwith lapse unless it is exchanged for a new award under Clause 10 (Substitute awards following change of Control).

9.5 Overriding provision

This Clause applies if:

• the events referred to in Clause 9 form part of a scheme or arrangement as a result of which the Company will be under the Control of another company; and
• the persons who own Shares immediately before the change of Control will immediately afterwards own at least 50% of the shares in that other company; and
• substitute awards are to be offered (with or without performance targets) under Clause 10 (Substitute awards following change of Control).

Notwithstanding the earlier provisions of this Clause 9, the Committee may decide that Unvested Awards may be not exercised.

10. SUBSTITUTE AWARDS FOLLOWING CHANGE OF CONTROL

10.1 Application

Clause 10 applies if a company (the acquiring company):

• gets Control of the Company as a result of making a general offer to buy the whole of the issued ordinary share capital of the Company which is made on a condition which, if met, will give the acquiring company Control of the Company; or
• gets Control of the Company as a result of making a general offer to buy all the Shares; or
• gets Control of the Company as a result of a compromise or arrangement approved by the court under section 899 (Court sanction for compromise or arrangement) of the Companies Act 2006; or
• becomes bound or entitled to acquire shares in the Company under chapter 3 of Part 28 of the Companies Act 2006.

The acquiring company's offer need not extend to shares which are already owned by it, its Holding Company or by its Subsidiaries or those of its Holding Company.

10.2 Release of Awards

With the agreement of the acquiring company, a Participant may release his Award (the old award) in return for the grant to him of another award (the new award).

10.3 Deemed release

If:

• an old award is not exercised within the period allowed by Clause 9 (Change of Control and liquidation); or
• an old award may not be exercised because of Clause 9.5 (Overriding provision),

and the old award will otherwise lapse under Clause 9, the Committee may determine that the Participant will be deemed to have agreed to the release of his old award in return for the grant of a new award under this Clause.

10.4 Consequences of release

If a new award is granted under Clause 10:

• the Rules and the Clauses will apply to the new award as if references to Shares were references to the shares in respect of which the new award is granted; and
• the Rules and the Clauses will apply to the new award as if references to the Company (including any such references as occur in expressions which are defined in Rule 1.1 (Definitions) and are used in the Rules and the Clauses) were references to the company in respect of whose shares the new award is granted.

However, Clause 5 (Vesting of Shares) (or the corresponding provision in Schedule 2 if the new award is not an option) will not apply to the new award unless it has been granted subject to a performance target and/or other conditions.

11. VARIATION OF CAPITAL

11.1 General

Clause 11 applies if there is a variation in the share capital of the Company or in such other circumstances as the Committee considers appropriate.

11.2 Adjustment of Awards

The Committee may adjust each Award in any way that it thinks appropriate. The Committee's decision will be final. In the case of Awards granted by the Trustee, the Committee must, however, get the Trustee's agreement beforehand.

The adjustment may be to any or all of the nominal amount and the number of Shares under the Award.

For the avoidance of doubt, the Committee may adjust an Award which has been exercised but in respect of which Shares have not yet been transferred.

11.3 Notification of adjustment

The Company must tell each Participant of any adjustment to his Award as soon as possible after the Committee's decision.

SCHEDULE 2

TO THE RULES OF THE BARRATT DEVELOPMENTS DEFERRED BONUS PLAN

TERMS APPLICABLE TO AN AWARD WHICH IS A CONDITIONAL AWARD

1. GENERAL

The terms set out in this Schedule apply where the Award is a Conditional Award.

2. DEFINITIONS

In this Schedule, the following expressions have the meanings shown next to them:

Clauses - the clauses set out in this Schedule;

Unvested Award - any Conditional Award or, as the case may be, that part of a Conditional Award that is not a Vested Award and the expressions Unvested Basic Awards and Unvested Matching Awards are to be construed accordingly;

Vested Award - subject as otherwise provided in this Schedule:

• in relation to a Conditional Award which is a Basic Award, and in respect of which a Matching Award has not been granted, a Conditional Award in respect of which the Vesting Date has occurred or as determined according to Clause 8 (Leaving employment) or 9 (Change of Control and liquidation);
• in relation to a Conditional Award (or that part of a Conditional Award) which is a Basic Award and in respect of which a Matching Award has been granted, a Conditional Award in respect of which either the Vesting Date of the related Matching Award has occurred or as determined according to Clause 8 (Leaving employment) or Clause 9 (Change of Control and liquidation); and
• in relation to a Conditional Award (or that part of a Conditional Award) which is a Matching Award, that part of the Conditional Award in respect of which the Performance Target has been met or as determined according to Clause 8 (Leaving employment) or 9 (Change of Control and liquidation);

and the expressions Vested Basic Awards and Vested Matching Awards are to be construed accordingly;

Vested Shares - the number of Award Shares subject to a Vested Award; and

Vesting Date – save as provided in this Schedule, in relation to:

an Award that is a Basic Award, the date set out in the deed of grant;

an Award (or part of an Award) that is a Matching Award, the date on which the Committee certifies in accordance with these provisions that the Performance Targets applicable to that Award have or have not been met.

3. GRANT OF CONDITIONAL AWARDS

On the Grant Date, the Grantor must execute a deed of grant in favour of each recipient of a Conditional Award. The deed of grant may be in favour of more than one recipient. If so, it will be retained by the Grantor but the Grantor must make it (or the relevant part of it) available for inspection by each recipient. As soon as practicable after the Grant Date, the Grantor must give each recipient written details of his Award. The deed of grant and the written details given to each recipient must state the full terms of the Performance Target (if applicable) and any additional conditions applicable to the Award.

4. LOSS OF MATCHING AWARDS

If a prohibited act occurs in relation to a Participant's Basic Award in respect of which a Matching Award has been granted, the related Matching Award will immediately lapse unless and to the extent that the Committee decides otherwise. A prohibited act is:

• any event which results in the Basic Award lapsing under Rule 5.1 (Non-transferability of Awards); and
• the Shares subject to the Basic Award being released to the Participant in accordance with Clause 8.3 (Leaving employment - Unvested Basic Awards) before the Vesting Date of the related Matching Award.

5. VESTING OF SHARES

5.1 Basic Award without a Matching Award

Save as otherwise provided in this Schedule, a Basic Award with no related Matching Award will become a Vested Award on the date set out in the Participant's deed of grant.

5.2 Matching Awards

Save as otherwise provided in this Schedule, at the end of the Performance Period, the Committee must determine whether and to what extent a Matching Award has become a Vested Award according to the Performance Targets and notify the Participant accordingly. If and to the extent that, according to the targets, the Award Shares do not become Vested Shares, the Matching Award will immediately lapse.

5.3 Basic Award with a Matching Award

Save as otherwise provided in this Schedule, a Basic Award with a related Matching Award will become a Vested Award on the date that the related Matching Award either becomes a Vested Award or lapses.

6. RESTRICTIONS UPON RELEASE OF SHARES

6.1 General

Clause 6 overrides the other Clauses except where otherwise stated.

6.2 Lapsing of Conditional Awards

If a Conditional Award (or part of a Conditional Award) lapses under any Rule or Clause, the Award Shares (or the relevant number of Award Shares) may not be subsequently released under any other Clause.

6.3 Restrictions on release

Award Shares may not be released:

• unless they are Vested Shares; or
• except in accordance with any other conditions imposed under Rule 3.6 (Performance Targets and other conditions) as changed under Rule 3.7 (Changing the Performance Targets and other conditions).

6.4 Share dealing code

Award Shares may not become Vested Shares and may not be released during a restricted period except with the consent given under the Company's share dealing code. A restricted period is any time when the buying or selling of securities by a director or employee of the Company would break that code. This restriction applies even if the Participant is not at that time prohibited by the code from acquiring or disposing of securities.

This restriction does not, however, apply if permission for the Award Shares to become Vested Shares is given:

• in the case of a Participant who is bound by that code, in accordance with the procedures laid down in the code; and
• in the case of any other Participant, by such person as the Committee may nominate for this purpose.

7. RELEASE OF SHARES

7.1 General

Subject to Clause 6.4 above, and provided that the Participant has entered into arrangements satisfactory to the Company under Clauses 7.2 and 7.3 below, the Company must transfer, or procure the transfer of, the Vested Shares to, or at the direction of, the Participant as soon as reasonably practicable after they become Vested Shares.

The Company's obligation under this Clause is, however, subject to:

• any necessary consents or approvals as may be required by any competent authority having first been obtained;
• the Participant having complied with the terms of the Conditional Award; and
• Clauses 7.2 and 7.3.

7.2 Withholding obligations

This Clause applies if the Committee considers that:

• a Participant may be liable to tax, duties, social security contributions or other amounts when Award Shares become Vested Shares or Shares are released; and
• any other person may have to make a payment to the appropriate authorities on account of that liability.

The Participant must either pay that person the amount which that person needs to pay (or has paid) the appropriate authorities or agree to other arrangements approved by the Company. If he does not do so within such period as is specified by the Company, then, to the extent necessary to make sure that the person is reimbursed for the amount due (or paid) to the appropriate authorities, the Participant will be deemed to have authorised the disposal of the Vested Shares and the payment of the net proceeds of sale to that person.

7.3 NIC Liability

This Clause applies if the Conditional Award has been granted subject to a condition that the Participant must reimburse any person for some or all of the NIC Liability arising as a result of Award Shares becoming Vested Shares or Shares being released or if the Participant has subsequently agreed to do so or if he has entered into an election to transfer some or all of that NIC Liability to himself.

The Participant must either pay that person the amount which it needs to pay (or has paid) the appropriate authorities or agree to other arrangements approved by the Company. If he does not do so within such period as is specified by the Company, then, to the extent necessary to make sure that the Participant complies with his obligations, the Participant will be deemed to have authorised the disposal of the Vested Shares and the payment of the net proceeds of sale to that person.

8. LEAVING EMPLOYMENT

8.1 Leaving employment - Vested Awards

This Clause applies if a Participant's employment within the Group ends at a time when he holds an Vested Award. The Vested Shares must be transferred in accordance with Clause 7 (Release of Shares) as soon as practicable after the Participant's employment ends.

8.2 Leaving employment - Unvested Basic Awards without a related Matching Award

This Clause 8.2 applies if a Participant's employment within the Group ends at a time when he holds an Unvested Basic Award without a related Matching Award.

Ending employment – Permitted Reason

If his employment ends for a Permitted Reason, other than the Participant's death, the Unvested Basic Award will become a Vested Award on the Vesting Date, unless the Committee determines that it should become Vested on an earlier date (not earlier than the date employment ends). In the case of a Participant's death, the Unvested Basic Award will become a Vested Award on the date of death. Clause 7 (Release of Shares) will apply accordingly.

Ending employment – no Permitted Reason

If his employment ends for a reason which is not a Permitted Reason, the Unvested Basic Award will lapse immediately.

8.3 Leaving employment – Unvested Basic Awards with a related Matching Award

This Clause 8.3 applies if a Participant's employment within the Group ends at a time when he holds an Unvested Basic Award with a related Matching Award.

Ending employment – no Permitted Reason

If his employment ends for any reason other than a Permitted Reason, the Unvested Basic and Matching Awards will both lapse immediately.

Ending employment– Permitted Reason

If his employment ends for a Permitted Reason, the extent to which his Unvested Matching Award will become a Vested Award (if at all) will be found by applying the following formula:

A/B x C

• where A is the number of complete weeks of the Performance Period ending with the date on which the Participant's employment ends;
• B is the length (in complete weeks) of the Performance Period; and

C is the number of Award Shares that would, but for this Clause, otherwise become Vested Shares on the application of the Performance Target.

The Unvested Matching Award will become a Vested Award on the Vesting Date, save in the case of a Participant's death when the Unvested Matching Award will become a Vested Award on the date of death. In the event of a Participant's death, the Performance Targets will be assessed by the Committee based on performance over a period determined by the Committee ending on or about the date of the Participant's death.

In this case, the Basic Award will become a Vested Award on the Vesting Date of the related Matching Award. However, if the Participant so asks, the Committee may agree to the Basic Award becoming a Vested Award earlier but this will be a prohibited act which may result in the related Matching Award lapsing under Clause 4 (Loss of Matching Awards).

Other

If and to the extent that an Award does not become a Vested Award according to this Clause 8.3, it will lapse immediately.

9. CHANGE OF CONTROL AND LIQUIDATION

9.1 Application of Clause 9

Clause 9 applies in the following circumstances:

• if any person (either alone or together with any person acting in concert with him) gets Control of the Company;
• if any person (either alone or together with any person acting in concert with him) already having Control of the Company makes a general offer to acquire all of the Shares other than those which are already owned by him and/or any person acting in concert with him;
• where, under section 899 (Court sanction for compromise or arrangement) of the Companies Act 2006, the court approves a compromise or arrangement between the Company and its Shareholders; or
• if a resolution is passed for the Company to be wound up voluntarily.

It is subject to Clause 9.5.

9.2 Vested Awards

If a Participant holds a Vested Award, the Vested Shares must be transferred in accordance with Clause 7 (Release of Shares) as soon as practicable after the relevant event.

9.3 Unvested Awards

This Clause applies where, on the happening of the relevant event, the Participant holds an Unvested Award.

If the Award is a Basic Award, it will become a Vested Award on the happening of the relevant event and Clause 9.2 will apply accordingly.

If the Award is a Matching Award, the following formula will be applied to determine whether or not it becomes a Vested Award:

A/B x C

where	A	is the number of complete weeks of the Performance Period ending with the date of the relevant event mentioned in Clause 9.1;
	B	is the length (in complete weeks) of the Performance Period; and
	C	is:
		(i) such number of Award Shares as is determined by applying the Performance Target (so far as is practicable) over the period from the start of the Performance Period to the date of the relevant event mentioned in Clause 9.1; or
		(ii) such greater or lesser number of Award Shares as the Committee may decide if it considers that the Performance Target would have been met to a greater or lesser extent at the end of the Performance Period.

If and to the extent that the Award becomes a Vested Award according to this formula, Clause 9.2 will apply accordingly. If and to the extent that it does not become a Vested Award, it will forthwith lapse unless it is exchanged for a new award under Clause 10 (Substitute awards following change of Control).

9.4 Liquidation

Subject to Clause 9.1, each Conditional Award will lapse if an effective resolution is passed or is made, for the Company to be wound up unless it is exchanged (whether before or after the passing of that resolution) for a new award under Clause 10 (Substitute awards following change of Control).

9.5 Overriding provision

This Clause applies if:

the events referred to in Clause 9.1 form part of a scheme or arrangement as a result of which the Company will be under the Control of another company; and

• the persons who own Shares immediately before the change of Control will immediately afterwards own at least 50% of the shares in that other company; and
• substitute awards are to be offered (with or without performance targets) under Clause 10 (Substitute awards following change of Control),

Notwithstanding the earlier provision of this Clause 9, the Committee may decide that an Unvested Award will not become a Vested Award in accordance with Clause 9.3.

10. SUBSTITUTE AWARDS FOLLOWING CHANGE OF CONTROL

10.1 Application

Clause 10 applies if a company (the acquiring company):

• gets Control of the Company as a result of making a general offer to buy the whole of the issued ordinary share capital of the Company which is made on a condition which, if met, will give the acquiring company Control of the Company; or
• gets Control of the Company as a result of making a general offer to buy all the Shares; or
• gets Control of the Company as a result of a compromise or arrangement approved by the court under section 899 (Court sanction for compromise or arrangement) of the Companies Act 2006; or
• becomes bound or entitled to acquire shares in the Company under Chapter 3 of Part 28 of the Companies Act 2006.

The acquiring company's offer need not extend to shares which are already owned by it, its Holding Company or by its Subsidiaries or those of its Holding Company.

10.2 Release of Conditional Awards

With the agreement of the acquiring company, a Participant may release his Conditional Award (the old award) in return for the grant to him of another award (the new award).

10.3 Deemed release

If Clause 9.5 (Overriding provision) applies, the Committee may determine that the Participant will be deemed to have agreed to the release of his old award in return for the grant of a new award under this Clause.

10.4 Consequences of release

If a new award is granted under Clause 10:

• the Rules and the Clauses will apply to the new award as if references to Shares were references to the shares in respect of which the new award is granted; and
• the Rules and the Clauses will apply to the new award as if references to the Company (including any such references as occur in expressions which are defined in Rule 1.1 (Definitions) and are used in the Rules and the Clauses) were references to the company in respect of whose shares the new award is granted.

However, Clause 5 (Vesting of Shares) (or the corresponding provision in Schedule 1 if the new award is not a Conditional Award) will not apply to the new award unless it has been granted subject to a performance target and/or other conditions.

11. VARIATION OF CAPITAL

11.1 General

Clause 11 applies if there is a variation in the share capital of the Company or in such other circumstances as the Committee considers appropriate.

11.2 Adjustment of Awards

The Committee may adjust each Award in any way that it thinks appropriate. The Committee's decision will be final. In the case of Awards granted by the Trustee, the Committee must, however, get the Trustee's agreement beforehand.

The adjustment may be to any or all of the nominal amount and the number of the Award Shares.

11.3 Notification of adjustment

The Company must tell each Participant of any adjustment to his Award as soon as possible after the Committee's decision.

APPENDIX 1:

CLAWBACK AND MALUS

This Appendix applies to Basic Awards and Matching Awards granted to such senior employees of a Participating Employer as the Committee decides and applies to those Awards regardless of any of the other provisions of the Plan. If there is any conflict between the provisions of this Appendix 1 and the remaining provisions of the Plan, the provisions of Appendix 1 shall apply.

1. Adjustment of award in exceptional circumstances

The Committee may, at any time prior to any Shares subject to a Basic Award or Matching Award granted as a Conditional Award becoming Vested Shares or prior to any Basic Award or Matching Award granted as an Option becoming a Vested Award within the meaning of Schedule 1 to this Agreement, decide that the number of the Shares subject to that Basic Award and/or Matching Award shall be reduced (including to nil) on such basis that the Committee considers to be fair, reasonable and proportionate where, in the opinion of the Committee, there are exceptional circumstances. Such exceptional circumstances include (without limitation): a material mis-statement in the published results of the Group and where, as a result of appropriate review of accountability, a participant has been deemed to have caused in full or in part a material loss for the Group as a result of (i) reckless, negligent or wilful actions or (ii) inappropriate values or behaviour.

Whenever the number of Award Shares is reduced in accordance with this paragraph, the Award will be treated (to the relevant extent) as having lapsed and the Company must notify the Participant as soon as reasonably practical thereafter.

2. Clawback following Vesting

The Committee may decide at any time within two years of the date on which the Shares subject to a Conditional Award have become Vested Shares or an Option has become a Vested Award within the meaning of Schedule 1 to this Agreement that the individual to whom the Award was granted (the "relevant individual") shall be subject to clawback in accordance with the provisions of this Appendix 1 (a "Clawback") if:

• (a) the Company has to restate its financial statements due to "prior period errors" as defined by International Accounting Standard 8 and such errors resulted in that Award vesting to a greater degree than would have been the case had that error not occurred;
• (b) the Committee forms the view that in assessing the extent to which any Performance Target and/or any other condition imposed on the Award was satisfied such assessment was based on a material error and that such error resulted in that Award vesting to a materially greater degree than would have been the case had that error not been made; or
• (c) the relevant individual ceases to be a director or employee of a member of the Group as a result of his summary dismissal because of his gross misconduct which has caused loss or damage to a member of the Group.

3. Amount to be subject to Clawback

Where clause 2(a) or 2(b) above applies, the amount to be subject to Clawback shall be the additional value which has been received by the relevant individual as a result of the relevant error. If the relevant individual has ceased to be a director or employee of a member of the Group when the Clawback is applied or ceases to be such a director or employee before the Clawback has been satisfied in full then the amount (or remaining amount if applicable) subject to Clawback shall be limited to the net (post-tax and National Insurance) amount of such additional value.

Where clause 2(c) applies, the amount to be subject to Clawback shall be such amount as the Committee decides is appropriate having regard to the loss or damage suffered by the Company.

4. Satisfaction of the Clawback

The Clawback shall be satisfied in the following ways.

• (a) While the relevant individual is a director or employee of a member of the Group the Committee may reduce (including, if appropriate, reducing to zero) any of the following elements of the remuneration of the relevant individual:
• (i) the amount of any future bonus (if any) which would, but for the operation of the Clawback, be payable to the relevant individual under any bonus plan operated by any member of the Group; and/or
• (ii) the extent to which any other subsisting Award held by the relevant individual vests, notwithstanding the extent to which any Performance Target and/or any condition imposed on any such Award has been satisfied; and/or
• (iii) the extent to which any rights to acquire Shares granted to the relevant individual under any share incentive plan (other than the Plan, any deferred bonus plan and any share plan approved by HM Revenue & Customs under the Income Tax (Earnings and Pensions) Act 2003 ("ITEPA")) operated by any member of the Group vest or become exercisable notwithstanding the extent to which any conditions imposed on such rights to acquire Shares have been satisfied; and/or
• (iv) the number of Shares subject to any Vested Award within the meaning of Schedule 1 to this Agreement that is then unexercised; and/or
• (v) the number of Shares subject to any vested but unexercised right to acquire Shares granted to the relevant individual under any share incentive plan (other than the Plan, any deferred bonus plan and any plan approved by HM Revenue & Customs under ITEPA) operated by any member of the Group.

Any reduction made pursuant to clause 4(a)(ii) and/or clause 4(a)(iii) above shall take effect immediately prior to the Award or the right vesting or becoming exercisable (as applicable) and any reduction made pursuant to clause 4(a)(iv) and/or clause 4(a)(v) shall take effect at such time as the Committee decides.

(b) If the relevant individual is not a director or employee of a member of the Group at any time when the Clawback has not been satisfied in full then the Committee shall require the relevant individual to pay to such member of the Group as the Committee may direct, and on such terms as the Committee may direct (including, without limitation, on terms that the relevant amount is deducted from any payment to be made by any member of the Group to the relevant individual) such amount as, subject to clause 3, is required for the Clawback to be satisfied in full.

5. Reduction in Awards to give effect to clawback provisions in other plans

The Committee may decide at any time to reduce the number of Shares subject to an Award (including, if appropriate, reducing to nil) to give effect to a clawback provision of any form contained in any other incentive plan (other than the Plan) or any bonus plan operated by any member of the Group. The value of the reduction shall be in accordance with the terms of the clawback provision in the relevant plan or, in the absence of any such term, on such basis as the Committee, acting fairly and reasonably, decides is appropriate

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