Halfords Group PLC — Remuneration Information 2024

Aug 6, 2024

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date: 2024-06-06 17:59:00+00:00

Malus And Clawback

HALFORDS GROUP PLC

This is a copy of the rules of the Halfords Performance Share Plan 2024
which was adopted by the Remuneration Committee of the Board of Directors of the Company on [DATE], conditional on appropriate shareholder authority being obtained.

Shareholder authority for the adoption of the Halfords Performance Share Plan 2024 was conferred by the shareholders of Halfords Group PLC at a general meeting of shareholders held on [XX] 2024

No new Awards may be made under this Plan after [XX] 2034

         THE HALFORDS PERFORMANCE SHARE PLAN 2024

CONTENTS

Rule Page

PART A: INTERPRETATION AND ADMINISTRATION 1

1 DEFINITIONS 1

2 INTERPRETATION 5

3 ADMINISTRATION 5

PART B: MAKING OF AWARDS 6

4 ELIGIBILITY AND GRANT OF AWARDS 6

5 TIMING OF GRANT 7

6 OVERALL LIMITS ON THE ISSUE OF NEW SHARES TO SATISFY AWARDS 7

7 INDIVIDUAL LIMITS ON THE MAKING OF AWARDS 8

8 NOTIFICATION OF AWARD TERMS 8

9 ACCEPTANCE OF AN AWARD 9

10 TAXATION 9

11 NON-TRANSFERABILITY AND LAPSE OF AWARDS 9

PART C: VESTING OF AWARDS 11

12 PERFORMANCE TARGETS 11

13 DISCRETION TO ADJUST VESTING OUTCOMES 11

14 MALUS AND CLAWBACK 12

15 DETERMINATION OF VESTED SHARES 13

16 DIVIDEND EQUIVALENTS 13

17 DELIVERY OF VESTED SHARES AND EXERCISE OF OPTIONS 13

18 FULL OR PART CASH SETTLEMENT OF AWARDS 14

19 SHARE RIGHTS AND RESTRICTIONS ON ISSUE AND TRANSFER 14

PART D: HOLDING PERIODS 16

20 POST-VESTING HOLDING PERIOD 16

21 POST-EMPLOYMENT HOLDING PERIOD 16

22 GENERAL TERMS APPLICABLE TO HOLDING PERIODS 16

PART E: LEAVING EMPLOYMENT 18

23 LEAVING AS A GOOD LEAVER 18

24 LEAVING FOR OTHER REASONS 18

PART F: CORPORATE EVENTS 20

25 CHANGE OF CONTROL 20

26 STATUTORY RECONSTRUCTION 20

27 COMPULSORY ACQUISITION 20

28 WINDING-UP 20

29 OTHER EVENTS 20

30 DETERMINATION ON CORPORATE EVENTS 20

31 EXCHANGE OF AWARDS 21

PART G: AMENDMENTS 23

32 VARIATION OF SHARE CAPITAL 23

33 ALTERATION OF THIS PLAN 23

PART H: MISCELLANEOUS 25

35 DATA PROTECTION 25

36 RELATIONSHIP WITH CONTRACT OF EMPLOYMENT 25

37 SERVICE OF DOCUMENTS 25

38 GOVERNING LAW and JURISDICTION 26

39 THIRD PARTY RIGHTS 26

40 OVERSEAS JURISDICTIONS 26

41 SEVERANCE 26

APPENDIX: CASH AWARDS 27

RULES OF THE HALFORDS PERFORMANCE SHARE PLAN 2024

PART A: INTERPRETATION AND ADMINISTRATION

Definitions

In this Plan:

Interpretation

Any reference to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted and shall include all subordinate legislation made from time to time under that statute or statutory provision.

Words denoting the singular shall include the plural and vice versa.

References to Rules are to the rules of this Plan and no account should be taken of the Rule headings, which have been inserted for ease of reference only.

The Appendix forms part of this Plan and any reference to this Plan includes the Appendix.

Administration

The Committee shall have responsibility for the oversight and administration of this Plan, acting under the delegated authority of the Board. The Committee may from time to time make and vary such rules and regulations which are consistent with the rules of this Plan and establish such procedures for its administration and implementation as it thinks fit.

The Committee may delegate authority to operate and administer this Plan to such person(s) as it considers appropriate.

If any question, dispute or disagreement arises as to the interpretation of this Plan or of any rules, regulations or procedures relating to it or as to any question or right arising from or related to this Plan, the decision of the Committee shall be final and binding upon all persons.

This Plan shall be operated so as to be consistent with the Directors' Remuneration Policy.

Subject to Rule 3.6, the Company shall bear the costs of the administration and implementation of this Plan.

The Company may require any other company in the Group to reimburse it in respect of or bear the costs of the participation in this Plan by such other company's employees.

PART B: MAKING OF AWARDS

ELIGIBILITY AND grant of awards

All Employees are eligible to participate in this Plan and receive Performance Awards and Recruitment Awards.

All Employees (other than an Employee who is an Executive Director) shall be entitled to participate in this Plan and receive Discretionary Awards.

The Committee may, at its discretion, determine those Employees to whom an Award will be granted on any occasion subject to the rules of this Plan.

An Award shall be granted by deed (or in such other manner as the Committee considers appropriate so as to constitute a binding contract) and may take the form of:

a Conditional Award;

an Option; or

a Cash Award,

or be in such other form as the Committee determines has a similar effect to any of the above.

The deed of grant (or other grant documentation, where relevant) prepared in respect of any Award in accordance with Rule 4.4 shall specify:

the type of Award to be granted, being either a Performance Award, a Discretionary Award or a Recruitment Award;

the form of the Award, being either a Conditional Award, an Option or a Cash Award (or such other form of Award as the Committee specifies);

the Grant Date;

the number of Shares in respect of which the Award has been made;

the date on which the Normal Award Period shall expire (if falling after the end of any applicable Performance Period) for the purposes of limb (ii) of the definition of Normal Award Period PROVIDED THAT, in the case of a Performance Award granted to an Executive Director, such date shall generally be no earlier than the third anniversary of the Grant Date, save for in exceptional circumstances;

the applicable Performance Target (if any) and the Performance Period over which it will be measured;

details of any Post-Vesting Holding Period (including that an Award which is in the form of an Option may not be exercised by a Participant until the end of the Post-Vesting Holding Period and Shares subject to an Award which is in the form of a Conditional Award will not be transferred to a Participant until the end of the Post-Vesting Holding Period) and/or Post-Employment Holding Period which is applicable to the Award (save that nothing shall prevent the Committee from determining that a Post-Vesting Holding Period and/or a Post-Employment Holding Period shall apply to an Award at any point prior to its Release Date);

unless the Committee otherwise determines, that dividend equivalents as referred to in Rule 16, will apply;

that it is a condition of the Award that the Participant:

indemnifies all members of the Group against any Tax Liability (including, where specified by the Committee, any liability to Employers' NICs); and

agrees that the provisions of Rule 14 shall apply to the Award; and

whether the provisions of the Appendix, or any other terms which are not set out in the rules of this Plan, shall apply to the Award.

TIMING OF GRANT

Subject to Rule 5.2, an Award may be granted during:

the period of 42 days beginning with the fourth Dealing Day following the public announcement of the results of the Company for any period;

the period of 42 days immediately after the person to whom it is made first becomes an Employee; or

the period of 42 days immediately after an Employee is promoted to a grade in respect of which an Award or additional Award is merited; or

the period of 42 days after the approval by shareholders of any new Directors’ Remuneration Policy; or

the period of 42 days after the approval by shareholders of the rules of this Plan; or

at any other time but only if, in the opinion of the Committee, the circumstances are exceptional and justify the grant of an Award at that time.

No Award may be granted:

at any time when Dealing Restrictions apply to prevent the grant of the Award; or

after the tenth anniversary of the approval of this Plan by the Company’s shareholders.

If any Dealing Restrictions apply to prevent the grant of the Award at any of the times referred to in Rule 5.1, then Awards may be granted as soon as reasonably practicable following the date on which any such Dealing Restrictions cease to apply.

OVERALL LIMITS ON THE ISSUE OF NEW SHARES TO SATISFY AWARDS

Unless specified to the contrary by the Committee on the Grant Date, an Award may be satisfied by:

issuing new Shares; and/or

transferring treasury Shares; and/or

transferring Shares (other than treasury Shares).

The Committee may decide to change the way in which an Award may be satisfied after it has been granted, having regard to the remaining provisions of this Rule 6.

In any ten year period ending on the relevant Grant Date, the maximum number of Shares which may be issued or made issuable under this Plan and any other employee share scheme operated by the Company shall not exceed 10% of the Ordinary Share Capital of the Company from time to time.

In any ten year period ending on the relevant Grant Date, the maximum number of Shares which may be issued or made issuable under this Plan and any other discretionary share scheme operated by the Company shall not exceed 5% of the Ordinary Share Capital of the Company from time to time.

For the purposes of Rules 6.2 and 6.3:

Shares taken into account when granted under an Award shall not be taken into account again following the issue or transfer of Shares in satisfaction of such Award and any such Awards that have lapsed shall fall out of account;

Shares shall not be taken into account after the grant of an Award where the Committee has determined that such Award shall be capable of being satisfied by the transfer of existing Shares (other than Shares transferred out of treasury) only; and

references to Shares which may be issued or made issuable shall, if so required in accordance with guidance of the Investment Association, be taken to include references to rights to acquire Shares issued or to be issued out of treasury.

Individual Limits on the MAKING of Awards

Unless the Committee determines that a different basis for calculating the maximum size of Awards shall be used, the aggregate market value of Shares in respect of which Awards are made to an Employee in respect of any financial year of the Company shall not be greater than 200 per cent. of the amount of such Employee's annual base salary at the Grant Date, or such other maximum limit as may be specified in the Directors' Remuneration Policy.

The aggregate market value of Shares in respect of which a Recruitment Award may be granted shall be such amount as the Committee shall determine.

If an Award is purported to have been granted in excess of the limits set out in this Rule 7, the number of Shares over which the Award will take effect shall be the largest lower whole number of Shares which would comply with the applicable limit.

For the purposes of Rule 7.1 and 7.2, the market value of a Share shall be taken to be the middle market quotation of a Share for the Dealing Day last preceding the Grant Date or, if the Committee so determines, the average of the middle market quotations of a Share for the 3 consecutive Dealing Days last preceding the Grant Date as derived from the Daily Official List of the London Stock Exchange, or such other market value as reasonably determined by the Committee prior to the Grant Date.

For the purposes of Rule 7.2, the market value of the shares or other securities comprised in the lapsed award(s) in respect of which the Recruitment Award has been granted shall be determined on such reasonable basis as the Committee considers appropriate.

NOTIFICATION OF AWARD TERMS

As soon as practicable after the Grant Date each Participant shall be notified (in such manner and form as the Committee considers appropriate) of the terms of their Award as set out in Rule 4.5.

Acceptance of an Award

A Participant shall be required to indicate their acceptance of the terms of their Award in such manner and form as the Committee specifies from time to time. An Award will lapse and will not be capable of vesting if the Participant does not deliver such indication of their acceptance of its terms (including an irrevocable acceptance of Rule 10 and Rule 14) to the Company within 30 days of the Grant Date, or such other period of time as specified to the Participant. The acceptance must be accompanied by such other documents the Company may require to be entered into in relation to the Award.

TAXATION

It is a condition of every Award that the Participant indemnifies each member of the Group against any Tax Liability.

The Company may withhold such amounts (or procure the withholding of such amounts) and/or make such arrangements as it considers necessary to meet any Tax Liability, including (without limitation) the operation of Rule 18.3 or the sale of Shares on behalf of a Participant, unless the Participant otherwise discharges the liability.

If, on any occasion, a Tax Liability arises in relation to a payment of cash pursuant to an Award, the Participant authorises the Company to withhold from that payment an amount appropriate to cover the Tax Liability (or to procure the withholding of such amount).

If the Committee so determines at the time that an Award is made, it shall be a condition of an Award that the Participant shall agree with and undertake to the Company and, if different, the Participant's Employer that the Participant's Employer may recover from the Participant the whole or such part as the Committee may determine of any Employer's NICs payable in connection with an Award and that the Participant shall, if required to do so, enter into any agreements or elections as may be required to give effect to such recovery of any Employer's NICs.

Non-Transferability and lapse of Awards

An Award is personal to a Participant and may not be transferred during the Participant's lifetime. A Participant may not transfer or assign or create any security interest over an Award (or any right arising under it). However, this Rule 11.1 does not prevent the transmission of an Award to a Participant’s personal representatives if the Participant dies.

An Award shall immediately lapse (and if the Award is an Option, will cease to be exercisable) on the earliest of the following:

any attempted action by the Participant falling within Rule 11.1;

at the time (and to the extent that) the Committee determines that a Performance Target has become wholly or partly incapable of being met;

to the extent necessary to give effect to any reduction or cancellation under the provisions of Rule 14;

at the time (and to the extent that) that Shares under the Award will not become Vested Shares in circumstances where a Participant Leaves or where the Committee exercises its discretion to adjust the number of Vested Shares in accordance with Rule 13;

the time specified for the lapse of the Award under Part F;

in the case of an Option, the day immediately following the last date on which the Option may be exercised;

the date the Participant is adjudged bankrupt or an interim order is made because they intend to propose a voluntary arrangement to their creditors under the Insolvency Act 1986;

the date the Participant makes or proposes a voluntary arrangement under the Insolvency Act 1986, or any other scheme or arrangement in relation to their debts, with their creditors or any section of them; or

if the Participant is not, or ceases for any reason (except on death) to be, the legal or beneficial owner of an Award.

PART C: VESTING OF AWARDS

PERFORMANCE TARGETS

Performance Awards must be subject to a Performance Target.

Discretionary Awards and Recruitment Awards may be subject to a Performance Target, at the discretion of the Committee.

The Performance Period over which the Performance Target will be tested will be determined by the Committee on or prior to the relevant Grant Date. Performance Awards will ordinarily be subject to a Performance Period of three years. Where applicable, Recruitment Awards will ordinarily be subject to a Performance Period which is measured over the same period as the unelapsed balance of the performance period of the original award which the Recruitment Award is intended to replace or such other Performance Period as determined by the Committee.

Ordinarily, the Committee shall determine the extent to which the Performance Target has been met as soon as reasonably practicable following the end of the Performance Period.

Where, under Parts E or F, an Award would (subject to satisfying any Performance Target) Vest before the end of the full Performance Period then the extent to which the Performance Target has been satisfied shall be determined by the Committee on such reasonable basis as it decides (which may include having regard to the extent to which the Committee considers that the Performance Target would have been satisfied over the full length of the Performance Period, taking into account such factors as the Committee considers appropriate).

To the extent that any Shares under an Award do not become Vested Shares in consequence of a Performance Target not being met, the Award will lapse (and if the Award is an Option, will cease to be exercisable) in respect of such Shares.

No amendment shall be made to a Performance Target (including, for the avoidance of doubt, as to the individual metrics and/or targets comprised within the Performance Target) after an Award has been made unless the Committee reasonably considers that the existing Performance Target should be amended to ensure that:

the criteria against which performance will then be measured will be a fairer measure of such performance;

the amended Performance Target will afford a more effective incentive to the Participant; and

the amended Performance Target shall be materially no less difficult to satisfy than the original Performance Target was when set.

DISCRETION TO ADJUST VESTING OUTCOMES

Notwithstanding any other provision of this Plan, and irrespective of whether and to what extent any Performance Target applicable to an Award has been met, the Committee may adjust the number of Shares which may become Vested Shares in connection with any Award to such higher or lower number of Shares as it considers appropriate (which may include to nil, or to the maximum number of Shares over which that Award has been made, or any number of Shares falling between those two amounts) at any time when it considers that the number of Vested Shares that would otherwise result but for any adjustment pursuant to this Rule 13.1 would not be appropriate:

for the relevant Participant, the Company or the Group, taking into account overall performance of the relevant Participant, the Company or the Group (or any member or business unit of the Group); or

in the context of circumstances that were unexpected or unforeseen at the Grant Date (or the start of the applicable Performance Period).

The Release Date of an Award shall be deferred and no Shares shall become Vested Shares:

while disciplinary proceedings by any member of the Group are underway against the Participant;

if the Participant has been notified that any member of the Group is investigating the Participant's conduct and may as a result bring disciplinary proceedings; or

where other circumstances are being investigated that may give rise to the operation of Rule 14.3

Where such a situation has delayed the Release Date of an Award then, if and to the extent that the Committee so determines following the conclusion of the investigation or disciplinary proceedings, the Release Date shall occur, any relevant Shares shall become Vested Shares and an Option may be exercised on the date specified by the Committee.

The Committee may at any time prior to the second anniversary of the Vesting Date:

reduce the number of Shares under an Award;

cancel an Award;

impose further conditions on an Award;

reduce or cancel an option granted or award made to the Participant under any other employees’ share scheme(s) operated by any member of the Group (other than any employees’ share scheme which is designed to comply with the provisions of Schedules 2 or 3 of ITEPA);

reduce or cancel any bonus or other cash payment due to the Participant by any member of the Group;

require the Participant to make a cash payment; or

require the Participant to transfer Shares for no consideration,

where there has or have been:

a material misstatement of the Company's financial results for any period and for whatever reason;

an error in the calculation or determination of the outcome of any Performance Target or in the calculation of the number of Shares to be granted under the Award or of the number of Vested Shares;

misconduct by the Participant;

an act or omission of the Participant which has contributed to a material failure of risk management in relation to the Company;

an act or omission of the Participant which has contributed to an instance of corporate failure of the Company;

behaviour or action of any manner of the Participant which, in the opinion of the Committee has brought or is likely to cause serious reputational damage to the Company or any member of its Group; or

other circumstances in which the Committee in its discretion determine that this Rule 14.3 should apply.

The Committee shall be solely responsible for determining whether any of the circumstances specified at paragraphs 14.3.7(a) to 14.3.7(g) have occurred and, if so, whether and to what extent any of the provisions specified at Rules 14.3.1 to 14.3.7 shall apply.

Following a determination made under Rule 14.3 the Committee shall notify each affected Participant as soon as practicable.

The Committee may decide that an Award will be cancelled in whole or in part to give effect to a clawback provision that applies to the Participant under any other employees' share scheme, incentive plan or bonus plan operated by any member of the Group.

determination of VESTED SHARES

As soon as practicable following the end of the Normal Award Period (or on such earlier date as is specified in Part E or Part F) the Committee will determine the number of Shares that, subject to Rules 12 and 13, will become Vested Shares.

The Committee will notify Participants of the outcome of such determination as soon as practicable.

Dividend equivalents

Unless the Committee determines otherwise at the Grant Date, the number of Shares to which a Participant will be entitled in respect of their Vested Shares shall be increased as if all of the dividends (excluding special dividends, unless the Committee determines otherwise) paid during the period from the Grant Date until the later of:

the Release Date; or

in the case of an Award which is subject to a Post-Vesting Holding Period, the end of the Post-Vesting Holding Period or such earlier date on which an Option is exercised or Vested Shares subject to a Conditional Award are transferred to the relevant Participant;

had been:

reinvested in the purchase of additional Shares on or around each dividend record date; or

added together and the aggregate amount applied to the purchase of additional Shares on or around the Release Date (or, as appropriate, the end of the Post-Vesting Holding Period or such earlier date on which an Option is exercised or Vested Shares subject to a Conditional Award are transferred to the Relevant Participant)

in each case on such terms as determined by the Committee at the Grant Date, save that no additional Shares will accrue pursuant to this Rule 16.1 in respect of Shares comprised in an Award after the Release Date or, in the case of an Option which is subject to a Post-Vesting Holding Period, the expiry of the Post-Vesting Holding Period (notwithstanding that such Option has not been exercised) or such earlier date on which the Option is exercised. Subject to Rule 16.3, such additional Shares shall be delivered in accordance with Rule 16.2.

Additional Shares pursuant to rule 16.1 shall be transferred to the Participant as soon as practicable following the vesting of the relevant Conditional Award or exercise of the relevant Option.

At any time prior to the Release Date, the Committee may determine that, in substitution for the right to acquire some or all of the additional Shares referred to in Rule 16.1, the Participant shall instead receive a cash sum, equal to the value (as determined by the Committee) of the dividends that were deemed to have been reinvested (where Rule 16.1.3 applies) or the aggregate amount of the dividends (where Rule 16.1.4 applies), such value being calculated on the date on which a Conditional Award vests or the date of exercise (in the case of an Option).

DELIVERY of Vested Shares AND EXERCISE OF OPTIONS

Subject to Rule 19.3, the Committee shall procure the issue or transfer of the Vested Shares to a Participant or their nominee as soon as reasonably practicable following:

the Release Date, in respect of a Conditional Award; or

the date of exercise, in respect of an Option.

Subject to Rule 19.3, an Option may be exercised in respect of Vested Shares at any point falling in the period commencing on the Release Date and ending on the tenth (or, in the case of an Option granted to a Participant who is resident for tax purposes in Ireland, the seventh) anniversary of the Grant Date (or such earlier date as the Committee may determine on or prior to the Grant Date). If an Option is not exercised within this period it shall lapse (unless otherwise specified by the Committee). An Option may be exercised in such manner as the Committee determines.

The vesting of a Conditional Award or the exercise of an Option, and the issue or transfer or sale of Shares on or immediately following such vesting or exercise is subject to obtaining any necessary approvals or consents from any relevant authority, the Share Dealing Code and any other applicable code, laws or regulations in any relevant jurisdiction.

The Committee may specify that the vesting of an Award is conditional on the Participant entering into a joint election under Section 431(1) or (2) of ITEPA, or the applicable equivalent in any relevant jurisdiction, in respect of some or all of the Shares acquired under an Award.

FULL OR PART CASH SETTLEMENT OF AWARDS

The Committee may determine, at any time prior to the date when Vested Shares are issued or transferred to a Participant, that an Award will be settled in cash under Rule 18.2 or net-settled under Rule 18.3.

If an Award is settled wholly in cash, the cash sum will be equal to the market value (as determined by the Committee) of the Vested Shares that would otherwise have been issued or transferred to the Participant:

in respect of a Conditional Award, on the Release Date; and

in respect of an Option, on the date of exercise,

and will be paid to the Participant (after the relevant deductions in respect of the Tax Liability) as soon as practicable thereafter.

An Award may be net-settled by:

deducting the amount considered by the Committee to be the appropriate amount in respect of the Tax Liability from the market value of the Vested Shares as at the date on which the Participant acquires a beneficial interest in such Vested Shares;

settling the Tax Liability on the Participant’s behalf:

dividing the net amount by the market value of a Share on the relevant date (as determined by the Committee) to give the number of net Shares; and

procuring the transfer of the resulting number of net Shares to the Participant or their nominee together with a cash payment of any rounding amount.

SHARE Rights AND RESTRICTIONS ON ISSUE AND TRANSFER

All Shares issued or transferred under this Plan shall rank equally in all respects with the Shares then in issue, except for any rights attaching to such Shares by reference to a record date prior to the date of such allotment or transfer.

If the Shares are listed on the Official List maintained by the FCA and traded on the London Stock Exchange (or any other relevant exchange) the Company shall as soon as practicable apply for any Shares issued under this Plan to be listed and admitted to trading.

The Company shall not issue or transfer (or procure the issue or transfer of) Vested Shares to any Participant if any Dealing Restrictions would apply to the issue, transfer or sale of those Vested Shares. Where any such Dealing Restrictions apply, the Company shall issue or transfer (or procure the issue or transfer of) any Vested Shares as soon as practicable after such Dealing Restrictions are lifted. Shares will not become Vested Shares, and an Option may not be exercised, until all relevant Dealing Restrictions are lifted.

PART D: HOLDING PERIODS

POST-VESTING HOLDING PERIOD

The Post-Vesting Holding Period shall apply to any Performance Award granted to an Executive Director (including a former Executive Director) and to any other Participant (or any other Award held by an Executive Director) to whom the Committee has determined at any point prior to its Release Date that it shall apply.

The Post-Vesting Holding Period shall apply to all of the Vested Shares of a relevant Participant including, if appropriate, Vested Shares that are acquired by the relevant Participant in connection with their Award (or such other proportion of those Vested Shares as may be specified by the Remuneration Committee prior to the Release Date of the Award), after any sales have occurred in accordance with Rule 10.2.

The Post-Vesting Holding Period shall cease to apply on the earliest to occur of:

the second anniversary of the Release Date;

the date of an event under Part F, except where Rule 31 applies; and

where the Committee (acting fairly and reasonably) considers that is it appropriate for the Post-Vesting Holding Period to cease to apply, such other date as determined by the Committee (and in which case the Committee may apply such further conditions or requirements to either the Participant or to the Vested Shares as it considers appropriate).

POST-EMPLOYMENT HOLDING PERIOD

The Post-Employment Holding Period shall apply to any Award granted to an Executive Director (including a former Executive Director) and to any other Participant to whom the Committee has determined at any point prior to its Release Date that it shall apply.

Where the Post-Employment Holding Period applies, the Committee will determine prior to the Release Date whether some or all of the Vested Shares to be issued or transferred will be subject to the Post-Employment Holding Period requirement (the "Post-Employment Holding Shares"). The number of Post-Employment Holding Shares will be determined by the Committee in its absolute discretion, having regard to the Company's share ownership policies and guidelines in force from time to time, and the Directors' Remuneration Policy.

The Post-Employment Holding Period shall cease to apply on the earliest to occur of:

the second anniversary of the Participant stepping down from the Board as an Executive Director or such other date as the Committee determines;

the date of an event under Part F, except where Rule 31 applies; and

where the Committee (acting fairly and reasonably) considers that is it appropriate for the Post-Employment Holding Period to cease to apply, such other date as determined by the Committee (and in which case the Committee may apply such further conditions or requirements to either the Participant or to the Post-Employment Shares as it considers appropriate).

 GENERAL TERMS APPLICABLE TO HOLDING PERIODS

Subject to Rule 22.2, where an Award is subject to a Post-Vesting Holding Period or a Post-Employment Holding Period, the Participant may not sell, transfer, assign or otherwise dispose of any Vested Shares which are subject to the Post-Vesting Holding Period and/or the Post-Employment Holding Shares (or any interest in them) for the duration of the Post-Vesting Holding Period or the Post-Employment Holding Period (as applicable), except for a sale, transfer, assignment or disposal:

to the Participant's personal representatives;

in accordance with Rule 10.2, to fund any Tax Liability and related expenses;

of sufficient entitlements nil-paid in relation to Vested Shares to take up the balance of the entitlements under a rights issue;

to satisfy any operation of the Rule 14; or

in circumstances provided in Part F.

Unless the Committee decides otherwise, the restrictions in this Rule 22 will apply equally to any cash or assets (other than ordinary dividends) received in respect of the Vested Shares which are subject to the Post-Vesting Holding Period and/or the Post-Employment Holding Shares until the end of the Post-Vesting Holding Period or Post-Employment Holding Period (as applicable).

During any Post-Vesting Holding Period or Post-Employment Holding Period, the Participant will be entitled to vote and have all other rights of a shareholder in respect of the Vested Shares which are subject to the Post-Vesting Holding Period and/or the Post-Employment Holding Shares.

The Committee may determine that any Vested Shares which are subject to the Post-Vesting Holding Period and/or the Post-Employment Holding Shares (after any sales in accordance with Rule 10.2) may be delivered to the Nominee and held with the Nominee on such terms as the Committee may determine until the end of the Post-Vesting Holding Period or Post-Employment Holding Period (as applicable). The Nominee shall be subject to the same restrictions as set out in Rules 22.1 and 22.2. Subject to any application of Rule 14, any Shares held by the Nominee shall be transferred to or at the direction of the Participant as soon as reasonably practicable after the cessation of the Post-Vesting Holding Period and/or Post-Employment Holding Period, as applicable.

PART E: LEAVING EMPLOYMENT

LEAVING AS A GOOD LEAVER

This Rule 23 will apply where a Participant Leaves as a Good Leaver.

The Committee may determine, in its discretion, that this Rule 23 will also apply to a Participant who Leaves other than as a Good Leaver, in which case the Committee may attach any conditions to the treatment of the relevant Participant's Award and/or the delivery of or entitlement to Vested Shares as it considers appropriate.

Where this Rule 23 applies and the Leaving Date occurs prior to the Release Date of an Award, that Award will continue to subsist and its Shares shall continue to be capable of becoming Vested Shares on the original Release Date, unless the Committee determines that the Release Date should occur on an earlier date.

The extent to which any Shares will be capable of becoming Vested Shares pursuant to Rule 23.3 will be determined by the Committee by:

where the Award is subject to a Performance Target, determining the extent to which the Performance Target has been met (as determined in accordance with Rule 12) or, where an amended Release Date specified pursuant to Rule 23.3 falls prior to the end of the Performance Period, determining the extent to which the Committee considers it to have been satisfied as at the Leaving Date; and

a pro rata reduction to the number of Shares determined under Rule 23.4.1 (in the case of an Award which is subject to a Performance Target) or the aggregate number of Shares granted under the Award (in the case of an Award which is not subject to a Performance Target) based on the period starting on the Grant Date and ending on the Leaving Date relative to the Performance Period (in the case of an Award is subject to a Performance Target) or the Normal Award Period (in the case of an Award is not subject to a Performance Target), unless the Committee, acting fairly and reasonably, decides that a lesser (or no) reduction is appropriate, in which case it may increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 23.4.1 (in the case of an Award which is subject to a Performance Target) or the maximum number of Shares over which the Award was granted (in the case of an Award which is not subject to a Performance Target).

If an earlier Release Date of an Award occurs due to the application of Rules 25, 26, 27, 28 or 29 (inclusive) after the Leaving Date of the relevant Participant then Rule 23.4 shall take precedence over Rule 30.

An Option may be exercised in respect of any Vested Shares within the period of 12 months of:

the applicable Release Date pursuant to Rule 23.3; or

if a Participant Leaves after the Release Date, the Leaving Date,

and any Option not exercised within the relevant 12 month period will lapse and cease to be exercisable at the end of such period.

An Award will immediately lapse (and if it is an Option, cease to be exercisable) to the extent that any Shares under the Award do not become Vested Shares in accordance with this Rule 23.

Any Vested Shares will be issued or transferred (or corresponding cash payment made) to the Participant in accordance with Rules 17.1, 17.3 and 17.4.

Leaving for other reasons

This Rule 24 will apply where a Participant Leaves other than as a Good Leaver (and where the Committee has not determined that the Participant's Award shall be treated in accordance with Rule 23 pursuant to Rule 23.2).

Where this Rule 24 applies:

no Shares will become Vested Shares under the relevant Participant's Award after the Notice Date and the Award shall lapse except to the extent (if any) that, and on such terms as, the Committee may determine;

an Option that was capable of being exercised prior to the Notice Date, but was not exercised, will cease to be exercisable on the Notice Date except to the extent (if any) that, and on such terms as, the Committee may determine. In the absence of any such determination any such Option shall lapse on the Leaving Date.

PART F: CORPORATE EVENTS

Change of Control

If any person:

obtains Control of the Company as a result of making a general offer to acquire Shares; or

having obtained such Control, makes such an offer

then (other than where such general offer occurs as part of an Internal Reorganisation) Rule 30 shall apply and the Release Date shall, unless the Committee otherwise determines, be the date on which the change of Control takes effect.

For the purposes of this Rule 25, a person shall be deemed to have Control of the Company if they, and others acting in concert with them, have together obtained Control of it.

STATUTORY Reconstruction

If a compromise or arrangement is proposed in relation to the Company pursuant to either section 899 or section 901F of the Companies Act, then (other than where such compromise or arrangement occurs as part of an Internal Reorganisation) Rule 30 shall apply and the Release Date shall, unless the Committee otherwise determines, be the date of the court sanction of the compromise or arrangement.

COMPULSORY ACQUISITION

If any person becomes bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act then, unless the provisions of Rules 25 or 26 have previously applied, Rule 30 shall apply and the Release Date shall, unless the Committee otherwise determines, be the first date on which that person became so bound or entitled.

WINDING-UP

If notice is given to holders of Shares of a resolution for the voluntary winding-up of the Company, then Rule 30 shall apply and the Release Date shall, unless the Committee otherwise determines, be the date on which the resolution is passed.

OTHER EVENTS

If the Company (or any member of the Group) is affected by a demerger or merger with another company, a special dividend or other event which may, in the opinion of the Committee, affect the current or future value of Awards, the Committee may determine that Rule 30 shall apply and the Release Date shall be such date as the Committee determines is appropriate in relation to such event.

DETERMINATION ON CORPORATE EVENTS

Except in the case of an Internal Reorganisation, or where the Committee determines that Rule 31 shall instead apply, this Rule 30 shall apply where any of the corporate events described in Rules 25 to 28 (inclusive) have occurred or where the Committee determines that it shall apply in accordance with any other event pursuant to Rule 29 (each, a "Corporate Event"). The Committee may determine that this Rule 30 shall apply where it has become aware that a Corporate Event is reasonably likely to occur.

The extent to which any Shares will be capable of becoming Vested Shares pursuant to this Rule 30 will be determined by the Committee by:

where the Award is subject to a Performance Target, determining the extent to which the Performance Target has been met (as determined in accordance with Rule 12.5); and

a pro rata reduction to the number of Shares determined under Rule 30.2.1 (in the case of an Award which is subject to a Performance Target) or the aggregate number of Shares granted under the Award (in the case of an Award which is not subject to a Performance Target) based on the period starting on the Grant Date and ending on the date on which the Corporate Event occurs relative to the Performance Period (in the case of an Award is subject to a Performance Target) or the Normal Award Period (in the case of an Award is not subject to a Performance Target), unless the Committee, acting fairly and reasonably, decides that a lesser (or no) reduction is appropriate, in which case it may increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 30.2.1 (in the case of an Award which is subject to a Performance Target) or the maximum number of Shares over which the Award was granted (in the case of an Award which is not subject to a Performance Target).

Where this Rule 30 applies:

any Vested Shares will be issued or transferred (or a corresponding cash payment made) in accordance with Rules 17.1, 17.3 and 17.4 as if the relevant date specified in the appropriate Rules were the Release Date;

no Post-Vesting Holding Period or Post-Employment Holding Period shall apply following such deemed Release Date;

the Committee will specify a reasonable period in which Options may be exercised, which may follow the date of the Corporate Event or may fall at least in part prior to the date of the Corporate Event in which case the Committee may specify whether such exercise should be conditional upon the Corporate Event occurring.

An Option which is neither exchanged under Rule 31 nor exercised within the period specified in or pursuant to this Part F shall, unless otherwise determined by the Committee and specified in the notice given to Participants, lapse and cease to be exercisable at the end of that period.

A Conditional Award shall, unless the Committee determines otherwise, lapse in respect of such of the Shares as are not issued or transferred to the Participant in accordance with Rule 30.2.

EXCHANGE OF AWARDS

Where a Corporate Event has occurred (or the Committee considers that a Corporate Event is likely to occur), the Committee may determine that the provisions of Rule 30 will not apply to that Award and instead the Award will be exchanged on the terms set out in Rule 31.3 to the extent that:

an offer to exchange an Award (the "Existing Award") is made by an Acquiring Company (and the Acquiring Company has consented to the exchange of Existing Awards); or

there is an event whereby the Company will come under the Control of another company, and the Committee decides (before the relevant event) that an Existing Award will be exchanged on the terms set out in Rule 31.3.

The provisions of this Rule 31 shall apply automatically to Awards on the occurrence of an Internal Reorganisation.

If this Rule 31.3 applies, the Existing Award will be exchanged in consideration for the grant of a new award which, in the opinion of the Committee is equivalent to the Existing Award, but relates to shares in a different company (whether the Acquiring Company or a different company). Following the exchange of the Existing Award, the Existing Award will automatically lapse and the Participant shall cease to have any rights to receive or acquire Shares (or cash) in respect of it.

The Committee may determine whether and how any Performance Target, Post-Vesting Holding Period, Post-Employment Holding Period or other specific terms of the Existing Award will continue to apply following the exchange.

The provisions of this Part F have effect subject to this Rule 31.

For the avoidance of doubt, where the Committee has determined that the provisions of this Rule 31 shall apply, any exchange of Existing Awards will occur automatically and will not require the agreement of the relevant Participant.

PART G: AMENDMENTS

Variation of Share Capital

If the Ordinary Share Capital is altered by way of capitalisation or rights issue, sub-division, consolidation or reduction, or in the event of a demerger or payment of a special dividend (provided that the Shares do not become Vested Shares under any of the provisions of Part F) or if there is any other variation in the share capital of the Company that may, in the opinion of the Committee affect the value of an Award, the Committee may make such adjustment as it considers appropriate:

to the aggregate number, amount or description of Shares subject to any Award; and/or

where Shares have become Vested Shares but no Shares have been issued or transferred in respect of an Award, to the number of Shares which may be so issued or transferred, rounded down to the nearest whole number.

The Committee may also adjust the Performance Target, subject to the provisions of Rule 12.7.

The Committee shall notify every Participant affected by an adjustment under Rule 32.1 as soon as reasonably practicable after making the adjustment.

Alteration of this Plan

Subject to Rule 12.7 and the remaining provisions of this Rule 33, the Committee may alter or amend any of the provisions of this Plan in any respect.

Subject to Rule 33.3, no alteration or amendment shall be made under Rule 33.1 to the advantage of existing or new Participants to the provisions relating to:

eligibility to participate;

the individual and overall limitations on the making of Awards;

the basis for determining Participants' entitlements to, and the terms of the Shares or cash comprised in an Award;

the adjustment of rights in the event of a variation of the Company's ordinary share capital; or

Rules 12.7, 33.2 or 33.3,

without the prior approval by ordinary resolution of the shareholders of the Company.

Rule 33.2 shall not apply to the extent that an alteration or amendment is in the opinion of the Committee a minor amendment:

to benefit the administration of this Plan;

to take account of any change in legislation; or

to obtain or maintain favourable tax, exchange control or regulatory treatment for existing or new Participants, the Company or any member of the Group.

No alteration shall be made to the terms of any Award without the prior consent of the Participant if such alteration would, in the opinion of the Committee, materially prejudice the rights or entitlements of such Participant.

Details of any alteration or addition shall be given to any affected Participant as soon as reasonably practicable.

PART H: MISCELLANEOUS

Data Protection

To the satisfaction and under the direction of the Committee, all operations of this Plan and each Award shall include or be supported by appropriate agreements, notifications and arrangements in respect of Data Processing in connection with this Plan, in order to secure:

the Group's reasonable freedom to operate this Plan and for connected purposes; and

compliance with all data protection requirements applicable from time to time, including under the Data Protection Legislation and any relevant practices and policies of the Group.

Relevant Employees and each Participant shall be made aware of applicable provisions in respect of Personal Data made under Rule 35.1 and of any related information or disclosure, as may be required or appropriate. This shall be done by way of such communications and measures as may be decided on the direction of the Committee, if necessary with the agreement of any independent joint data controller that will be party to those communications and measures.

Relationship with Contract of Employment

The making of an Award shall not form part of a Participant's entitlement to remuneration or benefits pursuant to their contract of employment and benefits under this Plan shall not be pensionable.

Benefits provided to a Participant under this Plan shall not form part of the Participant's entitlement to remuneration or benefits pursuant to their contract of employment with any member of the Group and the rights and obligations of the Participant under the terms of their contract of employment with any member of the Group shall not be affected by their participation in this Plan.

A Participant shall not be entitled to any, or any additional, damages or compensation for any loss of benefit under this Plan, being a loss arising in consequence of the Participant giving or receiving notice of termination of employment with any member of the Group or ceasing to hold employment with any member of the Group for any reason whatsoever, whether lawful or unlawful.

A Participant shall not be entitled to any compensation for any loss or potential loss arising by reason of any exercise (or lack of exercise) of any discretion under this Plan.

Service of Documents

Any notice or document to be given by, or on behalf of, the Company to a Participant in accordance or in connection with this Plan shall be duly given:

if the Participant is an Employee at that date, by delivering it to them at their place of work;

by sending it by first-class post to the address last known to the Company to be the Participant's address and, if so sent, it shall be deemed to have been duly given 48 hours after posting or 5 days after posting if sent to an address outside the UK; or

by sending an email to a current email address at their place of work or to the email address last provided by the Participant and, if so sent, it shall be deemed to have been given at the time of transmission or, if sent outside normal business hours, at the start of the next business day.

Any notice or document to be given by the Participant to the Company in accordance or in connection with this Plan may be delivered, sent by post or email, but shall not in any event be duly given unless it is actually received by the Company Secretary of the Company or such other such individual as may from time to time be nominated by the Company and whose name and address or email address is notified to the Participant.

GOVERNING LAW AND JURISDICTION

This Plan shall be governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any matter arising in relation to this Plan.

Third Party Rights

Except as otherwise expressly stated to the contrary, neither this Plan nor the making of any Award shall have the effect of giving any rights under this Plan pursuant to the Contracts (Rights of Third Parties) Act 1999 to any third party except where those rights arise under any Rule of this Plan for the benefit of any employer or former employer of a Participant and that Act shall not apply to this Plan nor to the terms of any Award.

OVERSEAS JURISDICTIONS

The Company may establish schedules to, or sub-plans based on, this Plan, but modified to take account of any local tax, exchange control or securities laws in other jurisdictions, provided that any Awards made under such schedules or sub-plans are subject to the limits set out in Rules 6 and 7.

SEVERANCE

If any provision of this Plan would be illegal or void in any jurisdiction, then to the extent relevant, in relation to that jurisdiction this Plan will take effect as if that provision were severed and deleted and the remaining rules of this Plan will continue in full force and effect as if that provision had not been included.

APPENDIX

CASH AWARDS

The Rules of this Plan shall apply to an Award which is specified by the Committee on the Grant Date to be granted as a Cash Award as if it were a Conditional Award, except as modified by the terms set out in this Appendix.

Where there is any conflict between the Rules and this Appendix, the terms of this Appendix shall prevail.

The Committee may grant or procure the grant of a Cash Award.

Each Cash Award shall relate to a given number of notional Shares.

On the Release Date of the Cash Award, the holder of that Cash Award shall be entitled to a cash sum which shall be equal to the Cash Value of the notional Vested Shares, where the "Cash Value" of a notional Share is the market value of a Share on the Release Date of the Cash Award. For the purposes of this Appendix, the market value of a Share on any day shall be determined on such reasonable basis as the Committee determines.

Rule 10 shall apply to any sum payable under paragraph 3 above.

For the avoidance of doubt, a Cash Award shall not confer any right on its holder to receive Shares or any interest in Shares.

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THE HALFORDS PERFORMANCE SHARE PLAN 2024
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"Acquiring Company"	means a company which has acquired (or is likely to acquire) Control of the Company
"Award"	means either:
a Performance Award;
a Discretionary Award; or
a Recruitment Award
"Board"	means the board of directors of the Company
"Cash Award"	means an Award which is capable of settlement only with cash (and not with Shares) and has been granted in accordance with the additional provisions set out in Appendix I
"Committee"	means the remuneration committee of the Board (or any other duly authorised committee of non-executive directors) PROVIDED THAT, where any event as specified in Rules 25 to 29 (inclusive) has occurred or where the Company has entered administration, liquidation or other insolvency process, "Committee" shall mean the remuneration committee of the Board (or, where relevant, any other duly authorised committee of the Board) as constituted immediately prior to that event
"Companies Act"	means the Companies Act 2006
"Company"	means Halfords Group plc (registered in England with registered company number 04457314)
"Conditional Award"	means a right to receive Shares at nil cost in accordance with the Rules of this Plan
"Control"	has the meaning given in section 719 of ITEPA
"Data Processing"	has the meaning set out in the applicable Data Protection Legislation
"Data Protection Legislation"	means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding provision or restriction (as amended, consolidated or re-enacted from time to time) in any jurisdiction which relates to the protection of individuals with regards to the processing of Personal Data, including Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 (as retained in UK law pursuant to the European Union (Withdrawal) Act 2018) and any code of practice or guidance published by the UK Information Commissioner’s Office (or any successor body) from time to time
"Dealing Day"	means a day on which the London Stock Exchange is open for business
"Dealing Restriction"	means any restriction(s) imposed by MAR, the Share Dealing Code, the Listing Rules issued by the FCA or any other relevant requirement, guideline, regulation or law
"Directors' Remuneration Policy"	means the Company's shareholder-approved directors' remuneration policy as published in the Company's annual report and accounts and in force from time to time.
"Discretionary Award"	means an Award granted to an Employee (other than an Executive Director) which has been designated by the Committee as a Discretionary Award for the purposes of Rule 4.5.1, and which may or may not be subject to a Performance Target (at the discretion of the Committee)
"Employee"	means an employee (including an Executive Director) of any member of the Group
"Employer's NICs"	means secondary class I National Insurance contributions (for which the Participant's Employer is primarily liable to account) arising in respect of an Award
"Executive Director"	means any director of the Company who is an Employee and who carries out executive functions
"FCA"	means the Financial Conduct Authority of the United Kingdom (or its successor body from time to time)
"Grant Date"	means the date on which an Award is granted or made
"Good Leaver"	means a Participant who Leaves by reason of:
death;
ill-health, injury or disability;
redundancy (within the meaning of the Employment Rights Act 1996);
retirement;
the business to which the Participant's office or employment relates being transferred to a person who is not a member of the Group;
the company to which the Participant's office or employment relates ceasing to be a member of the Group
"Group"	means the Company and any company which is for the time being a subsidiary (as defined in section 1159 of the Companies Act) of the Company
"Internal Reorganisation"	means where immediately after a change of Control of the Company, more than 50% of the issued share capital of the Acquiring Company is owned directly or indirectly by the persons who were shareholders in the Company immediately before the change of Control
"ITEPA"	means the Income Tax (Earnings and Pensions) Act 2003
"Leaves"	means ceases to hold any office or employment, or any right to return to any office or employment, with any member of the Group, and "Leaving" and "Leaver" shall be construed accordingly
"Leaving Date"	means the date when a Participant Leaves
"London Stock Exchange"	means the London Stock Exchange plc (or any successor organisation from time to time)
"MAR"	means the EU Market Abuse Regulation (596/2014), as retained in UK law pursuant to the European Union (Withdrawal) Act 2018 and as varied, amended or supplemented or as replaced by UK domestic legislation from time to time
"Nominee"	means such trustee or nominee as designated by the Committee for the purposes of holding Vested Shares in order to comply with the requirements of either or both of the Post-Vesting Holding Period and the Post-Employment Holding Period
"Normal Award Period"	means the period beginning with the Grant Date and ending on the later of: (i) the end of the applicable Performance Period (if any); and (ii) the date as may be specified by the Committee pursuant to Rule 4.5.5
"Notice Date"	means the date on which a Participant gives or receives notice to Leave, or where there is no notice, means the Leaving Date
"Option"	means a right to acquire Shares on exercise at nil cost in accordance with the rules of this Plan
"Ordinary Share Capital"	means the issued ordinary share capital of the Company other than fixed-rate preference shares
"Participant"	means a person to whom an Award has been made or, if that person has died and where the context requires, their personal representatives
"Participant's Employer"	means such member of the Group as is a Participant's employer or, if they have ceased to be employed within the Group, was their employer or such other member of the Group, or other person as, under section 684 of ITEPA (or, as the case may be, the laws, regulations and practices currently in force relating to liability for and the collection of National Insurance contributions) is obliged to account for any Tax Liability
"Performance Award"	means an Award granted to any Employee which has been designated by the Committee as a Performance Award for the purposes of Rule 4.5.1 and which must be subject to a Performance Target
"Performance Period"	means the period determined by the Committee pursuant to Rule 12 over which a Performance Target is to be measured
"Performance Target"	means the performance-related condition(s) specified pursuant to Rule 12 (including the individual metrics and/or targets comprised within any performance condition)
"Personal Data"	has the meaning set out in the applicable Data Protection Legislation
"Plan"	means the Halfords Performance Share Plan 2024 as set out in these rules and amended from time to time pursuant to Rule 33
"Post-Employment Holding Period"	means the period following a Participant's Leaving Date during which the Participant is not ordinarily entitled to sell, transfer, assign or otherwise dispose of their Vested Shares in accordance with the provisions of Rule 21
"Post-Vesting Holding Period"	means the period following the Release Date of an Award during which a Participant is not ordinarily entitled to sell, transfer, assign or otherwise dispose of their Vested Shares in accordance with the provisions of Rule 20
"Recruitment Award"	means an Award granted to any Employee which has been designated by the Committee as a Recruitment Award for the purposes of Rule 4.5.1 and which has been granted for the purpose of facilitating the recruitment of the Employee and which may or may not be subject to a Performance Target (at the discretion of the Committee)
"Release Date"	means the date (or dates) on which the Committee determines the number of some or all of the Shares under an Award which shall become Vested Shares in accordance with Rule 15 PROVIDED THAT if such date occurs at any time when any Dealing Restrictions apply which would prevent the issue, transfer or sale of any Vested Shares received or acquired in connection with the Award, the Release Date shall be the first Dealing Day immediately after such Dealing Restrictions cease to apply
"Share Dealing Code"	means the code adopted by the Company for securities transactions by directors, employees and persons connected with them, as amended from time to time
"Shares"	means fully paid ordinary shares in the capital of the Company (or, following a reconstruction, demerger or reorganisation of the Company, shares or other securities representing such shares)
"Tax Liability"	means any liability of the Company or any member of the Group to account for any income tax or social security contributions or any similar charges which may arise in connection with an Award (and which shall, to the extent provided for in Rule 10.4, include Employer's NICs)
"Vested Shares"	means, in relation to an Option the Shares in respect of which the Option becomes exercisable, and in relation to a Conditional Award the Shares to which the Participant becomes entitled, in each case as determined by the Committee in accordance with Rule 15 (including as it applies for the purposes of Part E and Part F), and in each case Shares become Vested Shares on the Release Date (subject to Rule 19.3)