Remuneration Information • Jan 16, 2025
Remuneration Information
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Adopted by the board of the Company on 3rd December 2007
and amended by the board on 31 March 2011, 27 September 2013 and on 5 November 2014
Further amended by the Remuneration Committee on ● 2025 following approval given by shareholders at the AGM on ● 2025
The Plan is a discretionary benefit offered by the easyJet Group for the benefit of its employees. Its purpose is to increase the interest of the employees in easyJet's business goals and results through share ownership. The Plan is an incentive for the employees' future performance and commitment to the goals of the easyJet Group.
Shares purchased or received under the Plan and any gains obtained under the Plan are not part of salary for any purpose (except to any extent required by statute).
The Plan is was being offered for the first time in 2007 in selected countries and the board of directors of easyJet plc shall have the right to decide, in its sole discretion, whether or not another set of awards will be offered in any year the future and to which employees those awards will extend.
Participating in the Plan is an investment opportunity distinct from the employment contract. Participation in the Plan entails the risk associated with an investment. By choosing to participate in the Plan the employee is treated as being aware of such risks and accepts such risks on his/her own free will.
The detailed rules for the Plan are set out overleafbelow.
| Rule Page |
|
|---|---|
| 1. | DEFINITIONS AND INTERPRETATION 2 |
| 2. | ELIGIBILITY 3 |
| 3. | GRANT OF AWARDS 4 |
| 4. | INVESTMENT SHARES 5 |
| 5. | LIMITS 6 |
| 6. | VESTING OF AWARDS 87 |
| 7. | CONSEQUENCES OF VESTING 98 |
| 8. | EXERCISE OF OPTIONS 109 |
| 9. | CASH ALTERNATIVE 1110 |
| 10. | LAPSE OF AWARDS 1211 |
| 11. | LEAVERS 1211 |
| 12. | TAKEOVERS AND OTHER CORPORATE EVENTS 1312 |
| 13. | ADJUSTMENT OF AWARDS 1413 |
| 14. | ALTERATIONS 1514 |
| 15. | MISCELLANEOUS 1614 |
| 16. | SCHEDULE 15 |
1.1 In the Plan, unless the context otherwise requires:
"Associated Company" has the same meaning as in paragraph 94 of Schedule 2 to ITEPA;
"Award" means a Free Award or a Matching Award in the form of a Conditional Right or an Option;
"Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person or, on and after the occurrence of a corporate event described in Rule 12 (Takeovers and other corporate events), the board of directors of the Company as constituted immediately before such event occurs;
"Company" means easyJet plc (registered in England and Wales with registered number 03959649);
"Conditional Right" means a conditional right to acquire Shares granted under the Plan;
"Control" means control within the meaning of section 995 of the Income Tax Act 2007;
"Dividend Equivalent" means a value calculated by reference to dividends paid on Shares as described in Rule 7.4;
"Exercise Period" means the period referred to in Rule 7.2 during which an Option may be exercised;
"Foreign Currency Equivalent" of a sterling amount means its foreign currency equivalent converted at such rate as the Board determines;
"Free Award" means an Award granted without reference to Investment Shares;
"Grant Date" means the date on which an Award is granted;
"Group Member" means a Participating Company, a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;
"Investment Shares" means Shares that are acquired by an individual in connection with the grant of a Matching Award and any further Shares added to a holding of Investment Shares under Rule 4.3 (Variation of share capital – Investment Shares);
"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;
"Listing Rules" means the Listing Rules published by the UKLAFinancial Conduct Authority;
"London Stock Exchange" means London Stock Exchange plc;
"Matching Award" means an Award granted by reference to Investment Shares;
"Normal Vesting Date" means the date on which an Award vests under Rule 6.1;
"Option" means a right to acquire shares granted under the Plan which is designated as an option by the Board under Rule 3.2;
"Option Price" means the amount, if any, payable on the exercise of an Option;
"Participant" means a person who holds an Award including his personal representatives;
"Participating Company" means the Company or any Subsidiary of the Company;
"Plan" means the easyJet International Share Incentive Plan as amended from time to time;
"Rule" means a rule of the Plan;
"Shares" means fully paid ordinary shares in the capital of the Company;
"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006);
''Tax Liability'' means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;
"Tax Year" means a year beginning on 6 April and ending on the following 5 April;
"UKLA" means the United Kingdom Listing Authority;
"Vest" means:
and Vesting shall be construed accordingly;
"Vested Shares" means those Shares in respect of which an Award Vests.
An individual is eligible to be granted an Award only if he is an employee of a Participating Company (but not an executive director of the Company) and has completed such qualifying period of employment with one or more Group Members as determined by the Board from time to time.
A Matching Award may only be granted to an individual who is eligible under Rule 2.1 to be granted an Award and who has acquired Investment Shares.
Subject to Rule 3.5 (Approvals and consents), the Board may, in its sole discretion, grant an Award on:
to any person who is eligible to be granted an Award under Rule 2 (Eligibility).
On or before the Grant Date, the Board shall determine whether an Award shall be:
Awards shall be granted as follows:
An Award granted to any Participant:
The grant of any Award shall be subject to obtaining any approval or consent required under the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, or any other UK or overseas regulation or enactment.
If the Board intends to grant Matching Awards it shall invite such individuals who are eligible under Rule 2.1 (General rule on eligibility) as it decides to acquire Investment Shares for the purpose of qualifying for the grant of a Matching Award.
Prior to the issue of any such invitation, the Board shall decide on:-
and such decisions shall be communicated in the invitation.
As soon as practicable after the closing date for the return of an invitation to acquire Investment Shares and subject to any restrictions referred to in Rule 3.6 (Approvals and consents), the Company shall procure the acquisition of the Shares to be acquired pursuant to Rule 4.1 which will be held in one or more of the following ways:
Unless the Board decides otherwise, if:
(a) a Participant acquires any further Shares by virtue of his holding of Investment Shares under a variation of share capital of the Company then he may add those Shares to his holding of Investment Shares;
and, in any such case, his Matching Award will be adjusted accordingly under Rule 13 (Adjustment of Awards).
While a Participant's Investment Shares are held for the purposes of the Plan, he shall be entitled to exercise full voting rights in respect of those Investment Shares and to receive any dividends declared by reference to the dividend record dates falling after the date of acquisition of the Investment Shares.
On or as soon as practicable after the Vesting or lapse of a Matching Award, the Board shall transfer or procure the transfer of:
to the Participant (or his nominee).
The maximum total market value of Shares (calculated as set out in this Rule) over which a Free Award may be granted to any individual in any Tax Year shall not exceed the Foreign Currency Equivalent of £3,600 or such other limit as the Board may determine (being no greater than that specified in paragraph 35 of Schedule 2 to ITEPA).
For the purposes of this Rule, the market value of the Shares over which a Free Award is granted shall be taken to be an amount equal to the middle-market quotation of such Shares (as derived from the London Stock Exchange Daily Official List) on the Grant Date.
The maximum number of Shares over which a Matching Award may be granted shall not exceed two times the number of Investment Shares to which the Matching Award relates or such other limit as the Board may determine (being no greater than that specified in paragraph 60 of Schedule 2 to ITEPA).
The maximum amount of money which the Board may allow an individual to use for the acquisition of Investment Shares in any Tax Year shall not exceed the lower of:
(a) the Foreign Currency Equivalent of £1,800 or such higher amount as the Board may determine from the time to time (to reflect the Participant's prevailing rate of tax and social security contributions which have been deducted in respect of his investment amount);
(b) 10% of the total gross earnings of the individual which are paid or payable by one or more Group Companies in relation to the Tax Year in which the Investment Shares are acquired and which are taxed as employment income.;
or such other limit as the Board may determine.
No Award shall be granted which would, at the time it is granted (or Shares shall be issued as Investment Shares which would, at the time of issue) cause the number of Shares allocated (as defined in Rule 5.5) in the previous 10 years under the Plan or under any other employee share plan adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.
For the purposes of Rule 5.4:
For the purposes of Rule 5.4, where:
the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right from time to time or absolutely (as appropriate) shall not count as "allocated".
Treasury Shares shall cease to count as "allocated" for the purpose of Rule 5.4 if institutional investor guidelines cease to require such Shares to be so counted.
Any Award shall be limited and take effect so that the limits in this Rule 5 are not exceeded.
No Shares may be issued or treasury Shares transferred to satisfy any Award to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 5.5 and adjusted under Rule 5.6) to exceed the limit in Rule 5.4.
Subject to Rule 6.3 (Restrictions on Vesting: regulatory and tax issues), an Award will Vest on the later of:
except where earlier Vesting occurs on an Early Vesting Date under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events).
An Award will only Vest to the extent permitted by any term imposed on the Vesting of the Award.
An Award will not Vest unless the following conditions are satisfied:
For the purposes of this Rule 6.3, references to Group Member include any former Group Member.
If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Member to secure that it receives such Tax Liability. If no such arrangement is made then the Participant will be deemed to have authorisesd the Company to sell or procure the sale of sufficient of the Shares subject to his Award on his behalf to ensure that the relevant Group Member receives the amount required to discharge such Tax Liability and the number of Shares subject to his Award shall be reduced accordingly.
For the purposes of this Rule 6.4, references to Group Member include a former Group Member.
The Participant authorises the Company to procure the sale of sufficient Vested Shares on or following the Vesting of his Award on his behalf to ensure that any relevant Group Member receives the amount required to discharge the Tax Liability which arises on Vesting except to the extent he agrees to fund all or part of the Tax Liability in a different manner.
On or as soon as reasonably practicable after the Vesting of a Conditional Right, the Board shall, subject to Rule 6.5 (Payment of Tax Liability) and any arrangement made under Rules 6.3(b) and 6.3(c) (Restrictions on Vesting: regulatory and tax issues) issue and allot to the Participant (or a nominee for him) or, if appropriate, transfer or procure the transfer of the Vested Shares to the Participant (or a nominee for him).
An Option shall, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues), be exercisable in respect of Vested Shares for a period of 3 months beginning with the date on which the Option Vests unless it lapses earlier under Rule 11.2 (Cessation of employment in other circumstances), Rule 12.1 (General offers) or Rule 12.2 (Schemes of arrangement and winding up).
If an Option is not exercised during the last 30 days of the Exercise Period because of any regulatory restrictions referred to in Rule 8.1(a), the Board may extend the period during which the Option may be exercised so as to permit the Option to be exercised as soon as those restrictions cease to apply.
Awards and any Dividend Equivalents shall may be satisfied by the issue and allotment of Shares by the Company, the transfer by the Copmany of treasury Shares or by the transfer of Shares which have been purchased by the trustee(s) of an employee benefit trust. No unissued Shares or treasury Shares shall be issued or transferred directly or indirectly to Participants to satisfy Awards or to pay Dividend Equivalents.
On the Vesting of an Award, a Participant (or his nominee) shall be entitled to cash and/or Shares (as determined by the Board) of a value determined by reference to the dividends that would have been paid on his Vested Shares in respect of dividend record dates occurring during the period between the Grant Date and the date of Vesting. The Board shall decide the basis on which the value of such dividends shall be calculated which may assume the reinvestment of dividends.
The Board, acting fairly and reasonably, may decide to exclude the value of all or part of a special dividend or any other dividend from the amount of the Dividend Equivalent.
The provision of the Dividend Equivalent to the Participant shall be made as soon as practicable after the transfer of Vested Shares and:
An Option which has Vested may not be exercised unless the following conditions are satisfied:
For the purposes of this Rule 8.1 references to Group Member include any former Group Member.
An Option must be exercised to the maximum extent possible at the time of exercise unless the Board decides that a Participant may exercise his Option in respect of such fewer number of Shares as it decides.
The exercise of any Option shall be effected in the form and manner prescribed by the Board. Unless the Board, acting fairly and reasonably, determines otherwise, any notice of exercise shall, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues), take effect only when the Company receives it, together with payment of any relevant Option Price (or, if the Board so permit, an undertaking to pay that amount).
The Participant authorises the Company to procure the sale of sufficient Vested Shares on or following exercise of his Option on his behalf to ensure that any relevant Group Member receives the amount required to discharge the Tax Liability which arises on such exercise except to the extent he agrees to fund all or part of the Tax Liability in a different manner.
As soon as reasonably practicable after an Option has been exercised, the Board shall, subject to Rule 8.4 (Payment of Tax Liability) and any arrangement made under Rules 8.1(b) or 8.1(c) (Restrictions on Vesting: regulatory and tax issues) issue and allot to the Participant (or a nominee for him) or, if appropriate, transfer or procure the transfer to him (or a nominee for him) of the number of Shares in respect of which the Option has been exercised.
Where a Conditional Right Vests or where an Option has been exercised and Vested Shares have not yet been transferred to the Participant (or his nominee), the Board may determine that, in substitution for his right to acquire such number of Vested Shares as the Board may decide (but in full and final satisfaction of his right to those Shares), he shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 9.3) of that number of Shares in accordance with the following provisions of this Rule 9.
Rule 9.1 shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 9.1 would cause:
provided that this Rule 9.2 shall only apply if its application would prevent the occurrence of a consequence referred to in (a) or (b) above.
For the purposes of this Rule 9, the cash equivalent of a Share is:
Market value on any day shall be determined as follows:
As soon as reasonably practicable after the Board has determined under Rule 9.1 that a person shall be paid a sum in substitution for his right to acquire any number of Vested Shares:
There shall be deducted from any payment under this Rule 9 such amounts (on account of tax or similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable.
An Award shall lapse:
A Matching Award shall lapse on the date on which the Participant transfers, charges or otherwise disposes of the beneficial interest in the Investment Shares to which the Matching Award relates but only pro-rata to the number of Investment Shares which are so transferred, charged or otherwise disposed of.
If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date by reason of:
then, subject to Rule 6.3 (Restrictions on Vesting: regulatory and tax issues), his Award shall Vest on the date of cessation.
If a Participant ceases to be a director or employee of a Group Member for any reason other than those specified in Rule 11.1 (Good leavers) then any Award held by him shall lapse immediately on such cessation.
A Participant shall not be treated for the purposes of this Rule 11 as ceasing to be a director or employee of a Group Member until such time as he is no longer a director or employee of any Group Member. If any Participant ceases to be such a director or employee before the Vesting of his Award in circumstances where he retains a statutory right to return to work then he shall be treated as not having ceased to be such a director or employee until such time as he ceases to have such a right while not acting as an employee or director.
The reason for the termination of office or employment of a Participant shall be determined by reference to Rules 11.1 and 11.2 regardless of whether such termination was lawful or unlawful.
If any person (or group of persons acting in concert):
the Board shall within 7 days of becoming aware of that event notify every Participant of it and, subject to Rule 12.3 (Internal reorganisations), the following provisions shall apply:
In the event that:
all awards shall, subject to Rule 6.3 (Restrictions on Vesting: regulatory and tax issues) and Rule 12.3 (Internal reorganisations) Vest on the date of such event if they have not then Vested.
If an event described in the Rule occurs then an Option may, subject to Rule 8.1 (Restrictions on exercise: regulatory and tax issues) and Rule 12.3 (Internal reorganisations), be exercised within one month of such notification, but to the extent that an Option is not exercised within that period, that Option shall (regardless of any other provision of the Plan) lapse on the expiration of that period.
In the event that:
then the Board, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shall not Vest under Rule 12.1 or Rule 12.2 but shall be automatically surrendered in consideration for the grant of a new award which the Board determines is equivalent to the Award it replaces except that it will be over shares in the Acquiring Company or some other company.
The Rules will apply to any new award granted under this Rule 12.3 as if references to Shares were references to shares over which the new award is granted and references to the Company were references to the company whose shares are subject to the new awards.
In the event of:
then the Board may make such adjustments as it considers appropriate under Rule 13.2 (Method of adjustment).
An adjustment made under this Rule shall be to:
Except as described in Rule 14.2 (Shareholder approval) and Rule 14.42 (Alterations to disadvantage of Participants), the Board may at any time alter the Plan or the terms of any Award granted under it.
Except as described in Rule 14.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 14.1 (General rule on alterations) to the provisions concerning:
(a) eligibility;
(b) the individual limits on participation;
without the prior approval by ordinary resolution of the members of the Company in general meeting.
Rule 14.2 (Shareholder approval) shall not apply to any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants, the Company, any company of which the Company has Control or any Associated Company.
No alteration to the material disadvantage of Participants shall be made under Rule 14.1 unless:
(a) the Board shall have invited every relevant Participant to indicate whether or not he approves the alteration; and
(b) the alteration is approved by a majority of those Participants who have given such an indication.
The rights and obligations of any individual under the terms of his office or employment with any Group Member shall not be affected by his participation in the Plan or any right which he may have to participate in it. An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (whether lawfully or otherwise) insofar as those rights arise or may arise from him ceasing to have rights under an Award as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award does not imply that any further Award will be granted nor that a Participant has any right to receive any further Award.
In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan, the decision of the Board shall be final and binding upon all persons.
The exercise of any discretion by the Board shall not be open to question by any person and a Participant or a former Participant shall have no rights in relation to the exercise or omission to exercise any such discretion.
All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of the allotment.
Where Vested Shares are transferred to Participants (or their nominee) Participants will be entitled to all rights attaching to such Shares by reference to a record date on or after such transfer.
Any notice or other communication under or in connection with the Plan may be given:
No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.
From time to time the personal data of the Participant will be collected, used, stored, transferred and otherwise processed for the purposes described in this Rule 15.6. The legal grounds for this processing will (depending on the nature and purpose of any specific instance of processing) be one of: (i) such processing being necessary for the purposes of the legitimate interests of the Company and each Subsidiary in incentivising their officers and employees and operating the Plan; (ii) such processing being necessary for the purposes of any relevant data controller in respect of such personal data complying with its legal obligations; and (iii) such processing being necessary for the performance of the contractual obligations arising under the Plan. The collection and processing of such personal data for such purposes is a contractual requirement of participation in the Plan.
The purposes for which personal data shall be processed as referred to in this Rule 15.6 shall be in order to allow the Company and each Subsidiary to incentivise their officers and employees and to operate the Plan and to fulfil its or their obligations to the Participant under the Plan, and for other purposes relating to or which may become related to the Participant's office or employment, the operation of the Plan or the business of the Company's group or to comply with legal obligations. Such processing will principally be for, but will not be limited to, personnel, administrative, financial, regulatory or payroll purposes as well as for the purposes of introducing and administering the Plan.
The personal data to be processed as referred to in this Rule 15.6 may be disclosed or transferred to, and/or processed by:
Further information in relation to the processing of personal data referred to in this Rule 15.6, including the details and identity of the data controller and of the Participant's rights in respect of such personal data, is available in the Privacy Policy (or otherwise on request to the Company Secretary).
To the extent that the processing of personal data of a Participant referred to in this Rule 15.6 is subject to the laws or regulations of any jurisdiction that is not the United Kingdom or any EU member state and under which the legal grounds for processing described in Rule 15.6 do not provide a sufficient legal basis under such other laws or regulations for the processing referred to above, by participating in the Plan such Participant consents to such processing for the purposes of such other laws or regulations (but shall not be deemed to consent to such processing for the purposes of the UK Data Protection Act 2018 or EU Regulation 2016/679).
In this Rule 15.6, "personal data" and "data controller" each have the meaning given in the UK Data Protection Act 2018 and/or EU Regulation 2016/679 as applicable and the "Privacy Policy" means the easyJet Colleague Privacy Policy in place from time to time.
Benefits provided under the Plan shall not be pensionable.
The Plan and all Awards granted under it shall be governed by and construed in accordance with the law of England and Wales.
and tThe Courts of England and Wales have exclusive jurisdiction to hear any dispute.
This Schedule is supplemental to the easyJet International Share Incentive Plan (the "Plan"). This Schedule shall terminate 76 months following its authorisation and adoption by the Board.
This Schedule sets out the rules of the Plan in its application to any Award as defined below and granted or to be granted to any person who is, on the Date of Award (as defined below), employed and resident for tax purposes in France and/or subject to French social security contributions regime (hereinafter the "French Participant") unless the Board determines prior to the Date of Award that this Schedule should not apply to such Award. Words and phrases defined in the Plan shall bear the same meaning in this Schedule except as otherwise provided below.
The provisions of this Schedule are designed such that Board intends to establish specific rules for the purpose of granting Awards granted unde this Schedule which could qualify for the specific tax and social security treatment in France applicable to shares granted for no consideration under Sections L. 225-197-1 to L. 225-197-56 of the French Commercial Code, as amended ("Qualified French Awards"). The Board makes no representation that the French Qualified Awards will retain their status of eligible awards to the specific tax and social security treatment in France.
The said rules of the Plan shall apply to this Schedule without modification or variation save that:
to corporate executives of the French Subsidiary, other than the managing directors (i.e., Président du Conseil d'Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions), unless the corporate executive is an employee of a French Subsidiary as defined by French law.
Assumption, exchange or substitution of the Awards in the case of a corporate transaction as well as an acceleration of vesting or the holding period or any other mechanism implemented upon a corporate transaction, or in any other event, may result in the Awards no longer being eligible for the specific French tax and social security treatment.
It is intended that Awards granted under this Schedule shall qualify for the favourable tax and social security treatment applicable to French-qualified restricted stock units granted under Sections L. 225-197-1 to L. 225-197-65 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and social security laws, but there are no undertakings to maintain this status. The terms of this Schedule shall be interpreted accordingly and in accordance with the relevant guidelines published by French tax and social security administrations and subject to the fulfilment of certain legal, tax and reporting obligations.
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