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Inchcape PLC — Remuneration Information 2026
Mar 24, 2026
4630_rns_2026-03-24_88084f4d-827b-49eb-803e-026842b69602.pdf
Remuneration Information
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HERBERT SMITH
FREEHILLS
KRAMER
INCHCAPE PLC
RULES
of the
INCHCAPE DEFERRED BONUS PLAN
Approved by the Board on 26 February 2026
pursuant to shareholders’ approval on 14 May 2026
Herbert Smith Freehills Kramer LLP
HSF Ref: 5153/23464/31062349
Inchcape Deferred Bonus Plan
CONTENTS
| Clause | Heading | Page |
|---|---|---|
| 1. | INTERPRETATION AND CONSTRUCTION | 2 |
| 2. | PLAN LIMIT | 4 |
| 3. | AWARDS | 4 |
| 4. | AWARDS ARE NON-TRANSFERABLE | 6 |
| 5. | VESTING | 6 |
| 6. | CESSATION OF OFFICE OR EMPLOYMENT | 7 |
| 7. | CORPORATE ACTIONS | 8 |
| 8. | OPTIONS | 10 |
| 9. | DIVIDEND EQUIVALENT | 10 |
| 10. | CASH ALTERNATIVE AND CASH AWARDS | 11 |
| 11. | TAX LIABILITY | 11 |
| 12. | VESTED SHARE ACCOUNTS | 12 |
| 13. | CLAW-BACK | 12 |
| 14. | VARIATION OF CAPITAL | 13 |
| 15. | ADMINISTRATION | 14 |
| 16. | AMENDMENTS | 14 |
| 17. | DATA PROTECTION | 15 |
| 18. | GENERAL | 15 |
| APPENDIX 1 : OPERATION OF CLAW-BACK | 17 | |
| APPENDIX 2 : US PARTICIPANTS | 19 |
Inchcape Deferred Bonus Plan
RULES OF THE INCHCAPE PLC DEFERRED BONUS PLAN
1. INTERPRETATION AND CONSTRUCTION
1.1 For the purposes of the Plan, the following terms shall have the meaning indicated below unless the context clearly indicates otherwise:
"Award" means one of a Conditional Award or an Option;
"Board" means the board of directors of the Company or a committee duly authorised by the board of directors (which, in respect of Awards granted to executive directors of the Company and Senior Management, shall be the Remuneration Committee) or, following any Corporate Action, the Board or duly authorised committee as constituted immediately prior to the Corporate Action;
"Claw-back" means a recovery of value by the Company from a Participant in accordance with the provisions of Rule 13 (Claw-back) and Appendix 1 (Operation of Claw-back);
"Company" means Inchcape plc (registered in England and Wales under No. 609782);
"Conditional Award" means a right to receive a transfer of Shares following vesting of the Award;
"Control" has the meaning given by Section 995 of the Income Tax Act 2007;
"Corporate Action" means any of the events referred to in:
(A) Rules 7.1 to 7.4 (but excluding a Reorganisation as defined in Rule 7.7); or
(B) if the Board determines that Awards will vest pursuant to such Rule, Rule 7.6;
"Dealing Day" means any day on which the London Stock Exchange is open for trading;
"Dealing Restriction" means any restriction on the dealing in shares, whether direct or indirect, pursuant to any law, regulation, code or enactment in England and Wales and/or the jurisdiction in which the Participant is resident, or any share dealing code of the Company;
"Directors' Remuneration Policy" means the Company's shareholder-approved remuneration policy as amended from time to time;
"Eligible Employee" means an existing or former employee (including an existing or former executive director) of any Group Company;
"Employees' Share Scheme" has the meaning given by Section 1166 of the Companies Act 2006;
"Grant Date" means (subject to Rule 3.6 (Timing of grants)) the date on which an Award is granted;
"Group" means the Company and any company which from time to time is a subsidiary of the Company, within the meaning of section 1159 of the Companies Act 2006 (each a "Group Company");
"Market Value" means, in relation to a Share on any day:
(A) if and so long as the Shares are admitted to listing by the Financial Conduct Authority and traded on the London Stock Exchange, the mid-closing price of a Share on the immediately preceding Dealing Day; or
(B) subject to (A) above, its market value, determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992;
"Normal Vesting Date" means the date or dates on which an Award shall vest as determined in accordance with Rule 5.1 (Normal vesting);
"Option" means a right to acquire Shares, which may be exercised by the Participant following the vesting of the Award during any period permitted for exercise;
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"Option Price" shall be nil, or such other amount as the Board may determine (provided that the Board may reduce or waive such amount at any time);
"Participant" means an Eligible Employee who has received an Award to the extent it has not been released and has not lapsed (or, following their death, their Personal Representatives);
"Personal Representatives" means, following their death, the Participant's personal representatives, or a person fulfilling a similar function in any jurisdiction;
"Plan" means this Inchcape Deferred Bonus Plan, as amended from time to time;
"Rule" means a rule of this Plan;
"Senior Management" means shall have the meaning ascribed by the UK Corporate Governance Code issued by the Financial Reporting Council;
"Share" means a fully paid ordinary share in the capital of the Company;
"Treasury Shares" means Shares to which Sections 724 to 732 of the Companies Act 2006 apply;
"Trust" means any employee benefit trust from time to time established by the Company;
"US Participant" has the meaning given in Rule 3.11 (US Participants); and
"vesting" means:
(A) Shares subject to a Conditional Award becoming due to be transferred to the Participant; or
(B) an Option becoming exercisable,
(and "vest" shall be construed accordingly).
1.2 In this Plan unless the context requires otherwise:
1.2.1 the headings are inserted for convenience only and do not affect the interpretation of any Rule;
1.2.2 a reference to a statute or statutory provision includes a reference:
(A) to that statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any statute or statutory provision;
(B) to any repealed statute or statutory provision which it re-enacts (with or without modification); and
(C) to any subordinate legislation made under it;
1.2.3 words in the singular include the plural, and vice versa;
1.2.4 a reference to any one gender shall be treated as a reference to any other gender;
1.2.5 a reference to a person shall include a reference to a body corporate;
1.2.6 a reference to writing or written form shall include any legible format capable of being reproduced on paper, irrespective of the medium used;
1.2.7 the term "including" shall mean "including, without limitation and without prejudice to the generality of the foregoing"; and
1.2.8 a reference to any period of time "from" a date or "to" a date (or similar) shall be inclusive of such dates.
1.3 In this Plan:
1.3.1 a reference to the "transfer of Shares" (or similar) shall include:
(A) the issue and allotment of Shares and the transfer of Treasury Shares; in addition to
(B) procuring the transfer of market-purchased Shares from a third party; and
Inchcape Deferred Bonus Plan
1.3.2 a provision obliging, or permitting, any company to do any thing shall be read as obliging, or permitting, such company to do that thing, or procure that thing to be done.
2. PLAN LIMIT
2.1 Pursuant to the Plan, subject to Rule 2.2, the Board may not grant an Award if the number of Shares subject to such proposed Award (the "Relevant Shares") would cause the limit in Rule 2.3 to be breached.
2.2 Rule 2.1 shall not apply in respect of an Award granted on terms that it shall not be capable of being satisfied by the issue of Shares.
10 per cent limit: Employees' Share Scheme
2.3 The number of Relevant Shares, when added to the aggregate of:
2.3.1 the number of Shares subject to outstanding options or awards granted within the previous 10 years under the Plan or any other Employees' Share Scheme adopted by the Company which may be satisfied by the issue of Shares; and
2.3.2 the number of Shares actually issued within the previous 10 years under the Plan, under any other Employees' Share Scheme or to a Trust (but excluding any of those Shares: that were used to satisfy an option or award granted more than 10 years previously, and without double counting any Shares which the Board has determined are to be used to satisfy options or awards counted under Rule 2.3.1 above),
may not exceed such number as represents 10 per cent of the Company's issued share capital immediately prior to such proposed grant or issue.
Treasury Shares
2.4 References in this Rule 2 to the issue of Shares shall include the transfer of Treasury Shares, but only until such time as the guidelines issued by institutional investor bodies cease to provide that they should be so included.
3. AWARDS
Bonus Deferral
3.1 The Plan shall operate in connection with the annual bonus arrangements of such Eligible Employees as the Board may determine.
3.2 Prior to the amount of an Eligible Employee's annual bonus being determined, the Board may specify a proportion of the Eligible Employee's annual bonus that shall be deferred. An Eligible Employee shall have no entitlement to receive the proportion of the annual bonus that is deferred under this Rule 3.2.
3.3 The Board shall grant to an Eligible Employee whose bonus is subject to deferral under Rule 3.2 an Award over such number of Shares as have an aggregate Relevant Value on the Grant Date equal to the proportion of the Eligible Employee's annual bonus that is deferred under Rule 3.2.
In this Rule 3.3, unless the Board determines otherwise, the "Relevant Value" of a Share subject to an Award means either (as determined by the Board): (i) the Market Value of a Share on the Grant Date; or (ii) the average of the Market Value of a Share over the period of up to the five consecutive Dealing Days (or such longer period of consecutive Dealing Days as the Board may determine) ending on the Grant Date.
3.4 Where an Eligible Employee's annual bonus is denominated in a currency other than pounds sterling, for the purposes of Rule 3.3 the relevant amount of such bonus shall be converted into pounds sterling on such basis as the Board may determine.
Inchcape Deferred Bonus Plan
3.5 For the avoidance of doubt, where an Eligible Employee ceases to hold office or employment with any Group Company for any reason, the Board may determine that a proportion of any annual bonus payable to such Eligible Employee following such cessation shall be deferred in accordance with the Rules of the Plan.
Timing of grants
3.6 An Award may be granted at any time provided that such grant would not be contrary to any Dealing Restriction, in which case the Award may be granted as soon as reasonably practicable after such restriction ceases to apply (and in which case the Board may determine that the Grant Date of the Award shall be the date on which the Award would have been granted but for such restriction having arisen).
Method of grant
3.7 An Award shall be granted by the Board.
3.8 An Award shall be granted by deed.
3.9 No payment for the grant of an Award shall be made by the Participant.
3.10 A Participant must by the date specified in the award notification accept the Award in such manner as the Board may prescribe. Where a Participant does not accept an Award by such date, the Award shall lapse unless the Board determines otherwise.
US Participants
3.11 The provisions of Appendix 2 (US Participants) shall apply to an Award granted to or held by a Participant who is or becomes, at any time during the period from the Grant Date to the date on which the Award vests or lapses, subject to taxation under the US Internal Revenue Code of 1986, as amended (a "US Participant"). References to Code §409A are to §409A of the US Internal Revenue Code of 1986, as amended, and shall include references to the regulations, notices and other guidance issued thereunder.
Award notification
3.12 As soon as practicable following the Grant Date an award notification in such form as the Board may determine (including electronic) shall be issued in respect of an Award to the Participant, which shall specify:
3.12.1 whether the Award takes the form of a Conditional Award or an Option;
3.12.2 the Grant Date;
3.12.3 the Normal Vesting Date or, if applicable, the Normal Vesting Dates and the proportion of the Award which shall vest on each such date;
3.12.4 the number of Shares in respect of which the Award is granted;
3.12.5 in relation to an Option, the Option Price (if any);
3.12.6 the date by which the Award must be accepted in accordance with Rule 3.10;
3.12.7 if the Board has so determined prior to the Grant Date, that the dividend equivalent provisions of Rule 9 (Dividend Equivalent) shall apply;
3.12.8 that the Award is subject to the claw-back provisions of Rule 13 (Claw-back) and Appendix 1 (Operation of Claw-back); and
3.12.9 if applicable, that the Award shall vest on the date of the Participant's "Separation from Service" in accordance with Appendix 2.
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4. AWARDS ARE NON-TRANSFERABLE
4.1 A Participant may not transfer, assign, pledge, charge or otherwise dispose of, or grant any form of security or other interest over, any part of their interest in an Award. An Award shall (unless the Board determines otherwise) lapse on the Participant doing so (whether voluntarily or involuntarily), being deprived of the beneficial ownership of an Award by operation of law, or becoming bankrupt.
4.2 Rule 4.1 does not restrict the transmission of an Award to the Participant's Personal Representatives following their death.
5. VESTING
Normal vesting
5.1 The Normal Vesting Date of an Award shall be the third anniversary of the Grant Date or, in circumstances which the Board considers to be exceptional, such other date or dates (and by reference to such other proportions of the Award) as the Board may determine prior to the Grant Date, provided that, in the case of an Award granted to an executive director (or former executive director) of the Company, the Normal Vesting Date shall be set in accordance with the prevailing the Directors' Remuneration Policy.
Vesting subject to Dealing Restrictions
5.2 A Conditional Award shall not vest unless, and vesting shall be delayed until, the Board is satisfied that at that time:
5.2.1 such vesting;
5.2.2 the transfer of Shares to, and dealing in Shares by, the Participant; and
5.2.3 any action needed to be taken by the Company to give effect to such vesting, is not contrary to any Dealing Restriction.
Effect of vesting
5.3 The effect of the vesting of an Award is that:
5.3.1 the Shares in respect of which a Conditional Award vests shall be transferred to the Participant as soon as is reasonably practicable (which may include transferring the Shares on more than one consecutive Dealing Day on such basis as the Board may determine); and
5.3.2 an Option shall, to the extent that it vests, become exercisable in accordance with Rule 8 (Options).
Disciplinary proceedings
5.4 Unless the Board determines otherwise, an Award shall not vest, and an Option shall not be capable of being exercised, where:
5.4.1 an investigation pursuant to which Claw-back may be applied (or similar) is ongoing;
5.4.2 a formal disciplinary process (or similar) is ongoing;
5.4.3 there are reasonable grounds to suppose that, by reason of a Participant's management responsibilities, that Participant could be deemed indirectly responsible or accountable for wrongdoing by an employee subject to such an investigation or process; or
5.4.4 a Participant has been served with notice that such an investigation or process may be instigated without such notice having been rescinded,
Inchcape Deferred Bonus Plan
and vesting and, if relevant, exercise shall (subject to the Award lapsing to any extent prior to or as a result of the conclusion of such process pursuant to Rule 13 (Claw-back)) be delayed until the conclusion of such investigation or process.
Lapse of Awards to give effect to claw-back of other awards
5.5 By participating in the Plan, the Participant acknowledges that the Board may lapse any Award to such extent as it determines to be necessary (including in full) in order to give effect to a claw-back under the terms of the Plan or any other Employees' Share Scheme or bonus scheme operated from time to time by any Group Company.
6. CESSATION OF OFFICE OR EMPLOYMENT
Timing of vesting in the event of cessation prior to the Normal Vesting Date
6.1 Subject to Rule 6.3, where prior to the Normal Vesting Date a Participant ceases to hold office or employment with any Group Company:
6.1.1 an Award shall not vest at the date of such cessation, but shall continue to be capable of vesting; or
6.1.2 the Board may determine that the Award shall instead vest on or at any time following the date of cessation,
and in either case an Option shall cease to be exercisable at the expiry of the period of twelve months, or such other period as may be determined by the Board, from such date on which the Award vests (under any Rule), and shall lapse at the expiry of such period.
Exercise period in the event of cessation on or after the Normal Vesting Date
6.2 Where on or after the Normal Vesting Date a Participant ceases to hold office or employment with any Group Company, an Option shall lapse at the expiry of the period of twelve months, or such other period as may be determined by the Board, from the date of cessation.
Death
6.3 An Award shall vest on the Participant's death. An Option may be exercised (by the Participant's Personal Representatives) during a period of twelve months from the date of the Participant's death and shall lapse at the expiry of such period. Where a Participant dies during an exercise period pursuant to either Rule 6.1 or 6.2, an Option shall not lapse as a result of such Rule until the expiry of the twelve month period in this Rule 6.3.
Cessation following a Corporate Action
6.4 Where a Participant ceases to hold office or employment with any Group Company following a Corporate Action within the relevant exercise period referred to in Rule 7 (Corporate Actions), an Option shall not lapse pursuant to this Rule 6 until the expiry of the relevant exercise period in Rule 7 (Corporate Actions).
Meaning of cessation of office or employment
6.5 No provision of this Rule 6 shall apply in respect of any cessation of office or employment if immediately following the cessation the Participant holds an office or employment with any Group Company, or in respect of any notice of cessation if arrangements are in place that mean immediately following the notice becoming effective the Participant will hold an office or employment with any Group Company.
Inchcape Deferred Bonus Plan
7. CORPORATE ACTIONS
General offers
7.1 Awards shall vest:
7.1.1 upon a person obtaining Control of the Company as a result of making a general offer to acquire Shares;
7.1.2 upon a person, having or having obtained Control of the Company, making a general offer to acquire Shares; or
7.1.3 if a person makes a general offer to acquire Shares that would result in that person obtaining Control of the Company and the Board so determines, on the date which the Board determines to be the last practicable date prior to the date on which it expects such person to obtain Control of the Company,
in each case being a general offer to acquire all of the Shares (other than Shares held by the person making the offer and any person connected to that person).
Options may be exercised during such period as the Board may specify, being no longer than six months from the date of any such event (but if not exercised, Options shall not lapse at the expiry of such period).
Compulsory acquisition
7.2 To the extent not previously vested pursuant to Rule 7.1, Awards shall vest upon a person becoming entitled to acquire Shares under Sections 979 to 982 of the Companies Act 2006.
Options may be exercised during a period of one month from the date on which that person first becomes so entitled, and shall lapse at the expiry of such period.
Scheme of compromise or arrangement
7.3 Awards shall vest upon a Court sanctioning a compromise or arrangement which, on becoming effective, would result in:
7.3.1 any person obtaining Control of the Company;
7.3.2 any person, having or having obtained Control of the Company, acquiring the remaining Shares not then held by such person;
7.3.3 the undertaking, property and liabilities of the Company being transferred to another existing or new company; or
7.3.4 the undertaking, property and liabilities of the Company being divided among and transferred to two or more companies, whether existing or new.
Options may be exercised during a period of six months from the date of a Court sanctioning such a compromise or arrangement (or, if earlier, to the day prior to the date on which a transfer as described in Rule 7.3.3 or Rule 7.3.4 is to become effective), and shall lapse at the expiry of such period.
Voluntary winding-up
7.4 Awards shall vest in the event of a notice being given of a resolution for the voluntary winding-up of the Company.
Options may be exercised during a period of 60 days from the date of such a notice being given and shall lapse at the expiry of such period.
Other change of Control
7.5 Where a change of Control of the Company is proposed pursuant to any arrangement otherwise than as provided for under Rules 7.1 to 7.4 and the Board so determines, Awards shall vest on such date as the Board determines prior to the date on which the Board expects
Inchcape Deferred Bonus Plan
such change of Control of the Company to become effective. Where the Board makes such determination, Options may be exercised during a period of two months (or such other period as the Board may determine) from the date specified by the Board and, unless the Board determines otherwise, shall lapse at the expiry of such period.
Demerger or special dividend
7.6 If the Board so determines, Awards may vest following the announcement of a demerger of a substantial part of the Group's business, a special dividend or a similar event affecting the value of Shares to a material extent on such date specified by the Board. Where the Board makes such determination, Options may be exercised during a period of two months (or such other period as the Board may determine) from the date specified by the Board and, unless the Board determines otherwise, shall lapse at the expiry of such period.
Roll-over of Award on a Reorganisation or takeover
7.7 Unless the Board determines otherwise, an Award shall not vest pursuant to this Rule 7 if, as a result of any Corporate Action, a company will obtain Control of the Company or will obtain substantially all of the assets of the Company (the "Acquiring Company"), and either:
7.7.1 the Acquiring Company will immediately following the Corporate Action have (either directly or indirectly) substantially the same shareholders and approximate shareholdings as those of the Company prior to the Corporate Action (a "Reorganisation"); or
7.7.2 the Board, with the agreement of the Acquiring Company, determines that the Award shall not vest as a result of such Corporate Action and so notifies the Participant prior to the date on which the Award would otherwise vest,
in such case the existing Option or Conditional Award (the "Old Award") shall lapse on the occurrence of the relevant Corporate Action, and the New Parent Company shall grant a replacement right to receive shares (the "New Award") over such number of shares in the New Parent Company which are of equivalent value to the number of Shares in respect of which the Old Award was outstanding. The New Award shall be granted on the terms of the Plan, but as if the New Award had been granted at the same time as the Old Award.
For the purposes of this Rule 7.7:
7.7.3 the "New Parent Company" shall be the Acquiring Company, or, if different the company that is the ultimate parent company of the Acquiring Company within the meaning of section 1159 of the Companies Act 2006; and
7.7.4 the terms of the Plan shall following the date of the relevant Corporate Action be construed as if:
(A) the reference to "Inchcape plc" in the definition of "Company" in Rule 1 (Interpretation and construction) were a reference to the company which is the New Parent Company, and
(B) save where the New Parent Company is listed, Rule 16.2 (Amendments) were omitted.
Compulsory winding-up
7.8 An Award shall lapse on the passing of an effective resolution, or the making of a Court order, for the compulsory winding-up of the Company.
Concert parties
7.9 For the purposes of this Rule 7, a person shall be deemed to have Control of the Company where they and any others acting in concert with them together have Control of the Company.
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8. OPTIONS
8.1 An Option may be exercised, in full or (subject to such limitations as the Company may from time to time impose) in part, during the period of twelve months starting with the Normal Vesting Date (or each Normal Vesting Date in respect of an Option with multiple Normal Vesting Dates), by the delivery to the Company (or such other person nominated by the Company) of a valid notice of exercise in such form as the Board may prescribe together with payment of the Option Price for each of the Shares in respect of which the Option is exercised (if any).
8.2 Any Shares in respect of which the Option is exercised shall be transferred to the Participant as soon as reasonably practicable (which may include transferring the Shares on more than one consecutive Dealing Day on such basis as the Board may determine).
8.3 An Option may not be exercised unless the Board is satisfied that at such time:
8.3.1 such exercise;
8.3.2 the transfer of Shares to, and dealing in Shares by, the Participant; and
8.3.3 any action needed to be taken by the Company to give effect to such exercise, is not contrary to any Dealing Restriction. Where the exercise, transfer or dealing in Shares is contrary to any Dealing Restriction on the last Dealing Day in any of the periods referred to in Rules 6.1 or 6.2 (Rule 6 being in relation to cessation of office or employment) or Rules 7.1 to 7.3 or 7.6 (Rule 7 being in relation to Corporate Actions) or Rule 8.1, such period shall be extended to the end of the tenth Dealing Day thereafter on which the Board is satisfied that the exercise, transfer and dealing in Shares is not contrary to any Dealing Restriction.
8.4 An Option shall lapse on the earliest date provided under any Rule (save only as expressly provided in Rule 6.4 (Cessation following a Corporate Action)).
8.5 The Board may determine that an Option shall be deemed to be exercised without any action from the Participant immediately before such option would otherwise lapse under any Rule, but shall not be under any duty or obligation to do so.
8.6 The Company shall be under no duty or obligation to inform a participant of any period in which the Option may not be exercised or the pending lapse of an Option (including where the Board does not make a determination under Rule 8.5).
9. DIVIDEND EQUIVALENT
9.1 If the Board so determines at any time prior to the Normal Vesting Date, at the same time that an Award vests (or, in the case of an Option, is exercised), the Company may:
9.1.1 make a cash payment to the Participant in respect of each Relevant Dividend of an amount equal to the gross value of such dividend multiplied by the number of Shares in respect of which the Award vests; or
9.1.2 transfer a number of additional Shares as could have been acquired, with each such amount, at Market Value on either (i) the relevant dividend record date; or (ii) the date on which the Award vests, as determined by the Board, where a "Relevant Dividend" is any dividend declared on a Share the record date of which falls during the period from the Grant Date to the date the Award vests.
9.2 A cash payment under Rule 9.1.1 may be made in a currency other than pounds sterling, in which case the amount of such payment shall be converted into such other currency on such basis as the Board may reasonably determine.
9.3 The Board shall determine on the basis on which the value of Relevant Dividends shall be calculated for the purposes of this Rule 9 (which may assume the reinvestment of dividends).
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10. CASH ALTERNATIVE AND CASH AWARDS
10.1 This Rule 10 shall not apply in respect of any Award granted to a Participant resident in any jurisdiction where the grant of an Award which provides for a cash payment or a cash alternative would be unlawful, fall outside any applicable exemption under securities, exchange control or similar regulations, or would cause adverse tax or social security (or similar) contribution consequences for the Company or the Participant (as determined by the Board) or where the Board determines prior to the Grant Date that this Rule 10 shall not apply.
10.2 The Board may determine prior to the Grant Date that an Award shall only be satisfied in whole or in part in cash, in which case the Award (or a part thereof) shall not be a right to acquire Shares, and the vesting of the Conditional Award or exercise of the Option (or part thereof, as applicable) shall be satisfied by the payment of a cash equivalent amount, in substitution for the transfer of Shares.
10.3 Where the Board has made no determination pursuant to Rule 10.1 or 10.2 in respect of an Award, the Board may determine at any time prior to the transfer of Shares pursuant to such Award that the vesting of the Conditional Award or the exercise of the Option (or a part thereof) shall be satisfied by the payment of a cash equivalent amount, in substitution for the transfer of Shares.
10.4 A "cash equivalent amount" shall be calculated as the number of Shares which would otherwise be transferred in respect of the relevant vesting or exercise but which are being substituted for the cash equivalent amount, multiplied by the Market Value of a Share on the vesting date (or, in the case of an Option, the Market Value of a Share on the date of exercise less the Option Price (if any)).
10.5 A cash equivalent amount shall be paid as soon as reasonably practicable following the relevant vesting or exercise.
10.6 A cash equivalent amount may be paid in a currency other than pounds sterling, in which case the cash equivalent amount shall be converted into such other currency on such basis as the Board may determine.
11. TAX LIABILITY
11.1 When any Tax Liability arises in respect of or otherwise in connection with an Award, the Participant authorises any Group Company:
11.1.1 to retain and sell legal title to such number of the Shares which would otherwise have been transferred to the Participant on vesting or exercise of the Award, or any part thereof, (notwithstanding that beneficial title shall pass) as may be sold for aggregate proceeds equal to the Group Company's estimate of the amount of the Tax Liability;
11.1.2 to deduct an amount equal to the Group Company's estimate of the Tax Liability from any cash payment made under the Plan; and/or
11.1.3 where the amount realised under Rule 11.1.1 or deducted under Rule 11.1.2 is insufficient to cover the full amount of the Tax Liability, to deduct any further amount as is necessary through payroll,
and in each case to apply such amount in paying the amount of the Tax Liability to the relevant revenue authority or in reimbursing the relevant Group Company for any such payment, provided that, where the amount realised under Rule 11.1.1 or deducted under Rule 11.1.2 is greater than the actual Tax Liability, the Group Company shall repay the excess to the Participant as soon as reasonably practicable.
The Group Company shall be entitled to make the estimates referred to in this Rule 11.1 on the basis of the highest rates of tax and/or social security applicable at the relevant time in the jurisdiction in which the Group Company is liable to account for the Tax Liability, notwithstanding that the Tax Liability may not arise at such rates.
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11.2 "Tax Liability" shall mean any amount of tax and/or social security (or similar) contributions which any Group Company becomes liable to pay on behalf of the Participant to the revenue authorities in any jurisdiction, together with all or such proportion (if any) of employer's social security contributions which would otherwise be payable by any Group Company as is determined to be recoverable from the Participant (to the extent permitted by law) by the Board, or which the Participant has agreed to pay or which are subject to recovery pursuant to an election to which paragraph 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992 applies.
11.3 The Board may require, as a term of vesting (or exercise), that the Participant enter into with the Company (or any Group Company) a joint election pursuant to Section 431 of the Income Tax (Earnings and Pensions) Act 2003, or the equivalent in any jurisdiction, in respect of the Shares to be acquired pursuant to the Award.
11.4 The Company shall be under no duty or obligation to minimise the tax consequences of an Award for a Participant.
- VESTED SHARE ACCOUNTS
12.1 Legal title to any Shares which are due to be transferred to the Participant pursuant to the Plan may (notwithstanding any other Rule) be transferred to a person (the "Vested Share Account Provider") appointed by the Company from time to time to hold legal title to such Shares on behalf of the Participant.
12.2 The Vested Share Account Provider shall receive and hold Shares on behalf of the Participant in accordance with such terms and conditions as are agreed by the Company from time to time, and by participating in the Plan the Participant irrevocably agrees to those terms and conditions (which shall be available to the Participant on request to the Company).
12.3 The terms in Rule 12.2 shall include, in respect of any Shares required to be retained in order to comply with any shareholding requirements imposed by the Company on the Participant from time to time, that the Vested Share Account Provider:
12.3.1 shall, notwithstanding any instructions from the Participant, refuse to effect any transfer or disposal of Shares where to do so would be contrary to such shareholding requirements; and
12.3.2 may (without the need to seek any instructions from the Participant) give effect to Rule 13 (Claw-back) by transferring the legal and beneficial title to the Shares as the Company may direct.
12.4 The transfer of any Shares to the Vested Share Account Provider shall satisfy any obligation of the Company under the Plan to transfer Shares to the Participant (and references in the Plan to Shares (or legal title thereof) being due to be, or being, or having been transferred or delivered to the Participant shall be read accordingly).
12.5 In applying this Rule 12, the Board shall have regard to any Share Ownership Policy operated by any Group Company from time to time, including but not limited to the Company's directors' remuneration policy.
- CLAW-BACK
Claw-back events
13.1 The Board may at any time prior to the third anniversary of the Grant Date determine that a Claw-back shall apply in respect of an Award if the Board determines that:
13.1.1 the financial accounts of any Group Company or relevant business unit for any of the financial years taken into account in assessing the number of Shares in respect of which the Award was granted were misstated (excluding, for the avoidance of doubt, any change to financial accounts resulting from a change in accounting standards or similar), or that any other results or information relied on in making such assessment prove to have been incorrect; or
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13.1.2 an erroneous calculation was made in assessing the number of Shares in respect of which the Award was granted,
and, in either case, the Award was granted in respect of a greater number of Shares than would have been the case had there not been such a misstatement or reliance on incorrect information or had such error not been made;
13.1.3 the Participant has contributed to circumstances which give rise to a negative impact on the reputation of any Group Company (or would have if such circumstances had been made public), and for the avoidance of doubt, such circumstances need not relate to a financial year in which the relevant individual was a Participant in the Plan;
13.1.4 the Participant has acted in a manner which in the opinion of the Board is likely to bring any Group Company into material disrepute or is materially adverse to the interests of any Group Company;
13.1.5 the Participant has materially breached (i) the terms and conditions of their employment with any Group Company, or (ii) any fiduciary duties owed to any Group Company; or
13.1.6 any Group Company becomes insolvent or the Board determines that there has been a 'corporate failure' in respect of any Group Company (which for these purposes shall include a significant reduction or cessation of that Group Company's ability to continue normal operations).
13.2 The Board may at any time (whether before or after the vesting of an Award) determine that a Claw-back shall apply in respect of an Award where the Participant is found to have committed, at any time prior to the later of (as applicable) the third anniversary of the Grant Date and an Option having been exercised to the full extent to which it vested (including prior to grant), an act or omission which justifies, or in the opinion of the Board would have justified, summary dismissal or service of notice of termination of office or employment on the grounds of misconduct.
Applying Claw-back
13.3 A Claw-back shall be applied in accordance with the provisions of Appendix 1 (Operation of Claw-back).
No Claw-back following Corporate Action
13.4 No Claw-back shall be capable of being applied at any time following any Corporate Action, save where the determination that the Claw-back shall apply was made prior to the Corporate Action (and, for the avoidance of doubt, a Corporate Action does not include a Reorganisation).
14. VARIATION OF CAPITAL
14.1 In the event of any variation of the share capital of the Company, or in the event of the demerger of a substantial part of the Group's business, a special dividend or similar event affecting the value of Shares to a material extent (which shall not include the payment of any ordinary dividend) the Board may make such adjustments to Awards and any Option Price as it may determine to be appropriate.
14.2 For the avoidance of doubt Rule 14.1 shall not apply in respect of any Awards pursuant to which legal title to Shares has been transferred prior to the date of the relevant event (such that the recipient of such legal title shall participate in such event as a holder of Shares) including pursuant to the vesting of an Award under Rule 7.6 (Demerger or special dividend).
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15. ADMINISTRATION
15.1 Any notice or other communication under or in connection with this Plan may be given by the Company or its agents to a Participant personally, by email or other electronic communication or by post, or by a Participant to the Company or any Group Company either personally or by post to the Secretary of the Company. Items sent by post shall be pre-paid and shall be deemed to have been received 72 hours after posting. Items sent by email or other electronic communication shall be deemed to have been received immediately.
15.2 A Participant shall not be entitled to:
- 15.2.1 receive copies of accounts or notices sent to holders of Shares;
- 15.2.2 exercise voting rights; or
- 15.2.3 receive dividends,
in respect of Shares subject to an Award legal title to which has not been transferred to the Participant.
15.3 Any discretion (including the power to make any determination) of the Board under or in connection with the Plan may be exercised by the Board in its absolute discretion.
15.4 Any exercise of discretion (including the making of any determination) by the Board under or in connection with the Plan shall be final and binding.
15.5 Any disputes regarding the interpretation of the Rules or the terms of any Award shall be determined by the Board (upon such advice as the Board determines to be necessary) and any decision in relation thereto shall be final and binding.
16. AMENDMENTS
16.1 Subject to Rules 16.2 and 16.4, the Board may at any time add to or alter the Plan or any Award made thereunder, in any respect.
16.2 Subject to Rule 16.3, no addition or alteration to the advantage of present or future Participants relating to eligibility, the limits on participation, the overall limits on the issue of Shares or the transfer of Treasury Shares, the basis for determining a Participant's entitlement to, or the terms of, Shares or cash provided pursuant to the Plan and the provisions for adjustments on a variation of share capital shall be made without the prior approval by ordinary resolution of the shareholders of the Company in general meeting.
16.3 Rule 16.2 shall not apply to any alteration or addition which is necessary or desirable in order to comply with or take account of the provisions of any proposed or existing legislation, law or other regulatory requirements or to take advantage of any changes in legislation, law or other regulatory requirements, or to obtain or maintain favourable taxation, exchange control or regulatory treatment of any Group Company or any Participant or to make minor amendments to benefit the administration of the Plan.
16.4 No alteration or addition shall be made under Rule 16.1 which would abrogate or adversely affect the subsisting rights of a Participant unless it is made:
- 16.4.1 with the consent in writing of the Participant;
- 16.4.2 with the consent in writing of such number of Participants as hold Awards under the Plan in relation to more than 50 per cent. of the Shares subject to all Awards under the Plan; or
- 16.4.3 by a resolution at a meeting of Participants passed by more than 50 per cent. of the Participants who attend and vote either in person or by proxy,
and for the purpose of Rules 16.4.2 and 16.4.3 the Participants shall be treated as the holders of a separate class of share capital and the provisions of the Articles of Association of the Company relating to class meetings shall apply mutatis mutandis.
16.5 The Board may, in respect of Eligible Employees who are or who may become subject to taxation outside the United Kingdom on their remuneration, establish such plans or sub-plans based on the Plan but subject to such modifications as the Board determines to be necessary
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or desirable to take account of or to mitigate or to comply with relevant overseas taxation, securities or exchange control laws, provided that the terms of awards made under such plans or sub-plans are not overall more favourable than the terms of Awards made under the Plan and provided that awards made, and Shares issued, pursuant to such plans or sub-plans shall count towards the limits set out in Rule 2 (Plan limit) and Rule 3.3 (Awards).
16.6 Notwithstanding Rules 16.2 and 16.4 above, the Board may alter or amend the Plan without the prior approval by ordinary resolution of the shareholders of the Company in general meeting to reflect the terms of the Directors' Remuneration Policy.
17. DATA PROTECTION
17.1 As part of the Plan, the Company will process personal data about Participants from time to time. The Company will process such personal data in accordance with applicable data protection legislation and in accordance with such Privacy Notices as are issued to Participants from time to time in connection with their employment with any Group Company.
17.2 To the extent that the processing of personal data of a Participant in connection with this Plan is subject to the laws or regulations of any jurisdiction that require consent for such processing of personal data, 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, the UK General Data Protection Regulation or the General Data Protection Regulation (Regulation (EU) 2016/679)).
18. GENERAL
18.1 The Plan shall terminate on the 10th anniversary of the approval of the Plan by the shareholders of the Company in general meeting, or at any earlier time by resolution of the Board or an ordinary resolution of the shareholders in general meeting. Such termination shall be without prejudice to the subsisting rights of Participants.
18.2 Save as otherwise provided under the Plan:
18.2.1 Shares issued and allotted pursuant to the Plan will rank pari passu in all respects with the Shares then in issue at the date of such allotment, except that they will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment; and
18.2.2 Shares to be transferred pursuant to the Plan will be transferred free of all liens, charges and encumbrances and together with all rights attaching thereto, except they will not rank for any rights attaching to Shares by reference to a record date preceding the date of transfer.
18.3 If and so long as the Shares are admitted to listing and/or for trading on any stock exchange or market, the Company shall apply for any Shares issued and allotted pursuant to the Plan to be so admitted as soon as practicable.
18.4 Any transfer of Shares under the Plan is subject to such consent, if any, of any authorities in any jurisdiction as may be required, and the Participant shall be responsible for complying with the requirements to obtain or obviate the necessity for such consents.
18.5 Notwithstanding any provisions of these Rules, if required by the Company the transfer of Shares on vesting shall be conditional on the Participant entering into (and may be delayed until the Participant has entered into) such documentation as is reasonably required to facilitate (a) agreement to the terms of the Plan; and/or (b) the holding of legal title to Shares to be delivered on vesting in accordance with Rule 12 (Vested Share Accounts) on behalf of the Participant by any nominee (including a Vested Share Account Provider), which may include any documentation in respect of "know-your-client" processes or Automatic Exchange of Information (AEOI) reporting or similar.
18.6 The terms of any individual's office or employment with any past or present Group Company, and the rights and obligations of the individual thereunder, shall not be affected by their
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participation in the Plan and the Plan shall not form part of any contract of employment between the individual and any such company.
18.7 An Eligible Employee shall have no right to receive an Award under the Plan and participation in the Plan and the grant of any Award is at the discretion of the Company.
18.8 Participation in the Plan by, or the grant of any Award under it to, a Participant in any year does not create any right to or expectation of participation in the Plan or the grant of any Award in any future year, even if the Participant has previously participated in the Plan (or any similar plan) over a long period of time and/or if participation in the Plan and/or an Award under it (or any similar plan) has been granted (including repeatedly) without the relevant Group Company specifically expressing the voluntary and discretionary nature at the time of each such participation or Award.
18.9 By participating in the Plan, the Participant waives all and any rights to compensation or damages in consequence of the termination of their office or employment with any past or present Group Company for any reason whatsoever, whether lawfully or otherwise, insofar as those rights arise or may arise from the Participant ceasing to have rights under the Plan (including ceasing to be entitled to exercise any Option) as a result of such termination, or from the loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms of the Plan, any determination by the Board pursuant to a discretion contained in the Plan or the provisions of any statute or law relating to taxation.
18.10 Benefits under the Plan shall not form part of a Participant's remuneration for any purpose and shall not be pensionable.
18.11 The invalidity or non-enforceability of any provision or Rule of the Plan shall not affect the validity or enforceability of the remaining provisions and Rules of the Plan which shall continue in full force and effect.
18.12 These Rules shall be governed by and construed in accordance with English Law.
18.13 The English courts shall have exclusive jurisdiction to determine any dispute which may arise out of, or in connection with, the Plan.
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APPENDIX 1: OPERATION OF CLAW-BACK
Malus and Claw-back policy
- In applying Claw-back, the Board shall have regard to any malus and claw-back policy operated by any Group Company from time to time, including but not limited to the prevailing Directors' Remuneration Policy.
Claw-back prior to the settlement of an Award (or "malus")
- Where the Board determines that a Claw-back shall apply in respect of an Award prior to legal title to Shares having been transferred thereto, or a cash payment having been made (i) under Rule 10 (Cash Alternative) in lieu thereof; or (ii) under Rule 9 (Dividend Equivalent), whether before or after vesting, the Claw-back shall be applied by the Board reducing the number of Shares or the amount of cash in respect of which the Award may vest or, in the case of an Option, be exercised (or after vesting by reducing the number of Shares which may be transferred (or in respect of which a cash payment may be made under Rule 10 (Cash Alternative) or Rule 9 (Dividend Equivalent)) or the amount of cash which may be paid pursuant to the Award) by up to the number of Shares determined by the Board to be the excess number of Shares or the amount of cash determined by the Board to be the excess amount of cash in respect of which the Award was granted and/or is outstanding (and the Award shall lapse to the extent so reduced, which may be in full).
Claw-back following the settlement of an Award
- Where the Board determines that a Claw-back shall apply in respect of an Award following Shares having been transferred to the Participant, or a cash payment having been made under Rule 10 (Cash Alternative) (a "Post-Transfer Claw-back"), the Board shall determine:
a. the excess number of Shares in respect of which the Award vested (the "Excess Shares"); and
b. the aggregate Market Value of such Excess Shares on the date on which the Award vested or, in the case of an Option, the date the Option was exercised (the "Equivalent Value"),
provided that where a cash payment has been made to the Participant under Rule 10 (Cash Alternative), the Equivalent Value shall be the amount of the cash payment made to the Participant.
-
In the case of a Post-Transfer Claw-back, any cash payment made or additional Shares transferred pursuant to Rule 9 (Dividend Equivalent) in respect of such Award shall be subject to the Claw-back to the extent that the Board determines that such cash payment or Shares relate to the Excess Shares.
-
A Post-Transfer Claw-back may be effected in such manner as may be determined by the Board, and notified to the Participant, including by any one or more of the following:
a. by reducing the number of Shares and/or amount of cash in respect of which an Outstanding Award vests or may vest (or has vested, but in respect of which no Shares have yet been transferred or cash payment made), whether before or after the assessment of performance conditions in respect of such Outstanding Award, by the number of Excess Shares and/or the Equivalent Value (and such Outstanding Award shall lapse to the extent so reduced);
b. by setting-off against (and deducting from) any amounts payable by any Group Company to the Participant (including to the extent permitted by law salary or any bonus payments) an amount up to the Equivalent Value; and/or
c. by requiring the Participant to immediately transfer to the Company (or as the Company may direct) a number of Shares equal to the Excess Shares or a cash amount equal to the Equivalent Value (which shall be an immediately payable debt due to the Company).
- For the avoidance of doubt, for the purposes of calculating any value or number of Shares referred to in paragraphs 3 and/or 4 of this Appendix 1, the Board shall (unless it determines otherwise) reduce such value or number of Shares in order to take account of any Tax Liability (as defined in Rule 11 (Tax Liability)) which arose on the transfer of the Shares and/or payment of the cash amount which is the subject of the Claw-back.
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-
For the avoidance of doubt, nothing in Rule 13 (Claw-back) or this Appendix shall in any way restrict a Participant from being able to transfer or otherwise deal in Shares acquired on vesting or exercise of an Award.
-
In paragraph 5 above:
"Outstanding Award" means any other Award, any award or option under any other Employees' Share Scheme operated from time to time by any Group Company (other than any award or options granted under any arrangement which satisfies the provisions of Schedules 2 or 3, or (unless the terms of such arrangement state that shares acquired thereunder are subject to claw-back) 4 or 5 of the Income Tax (Earnings and Pensions) Act 2003), or any bonus award under any bonus scheme operated from time to time by any Group Company, in each case which is either held by the Participant at the time of a determination that a Claw-back shall be applied or which are granted to the Participant following such a determination; and
"vests" shall include shares or cash subject to an award becoming due to be transferred or paid, and in the case of an option, the option becoming exercisable.
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APPENDIX 2: US PARTICIPANTS
1. US Participants
This Appendix 2 shall apply to an Award granted to an Eligible Employee who on the Grant Date or thereafter is a US Participant. If this Appendix 2 applies to an Award, the Award shall be deemed to take the form of a Conditional Award, irrespective of the form in which it was originally granted.
2. Governing Provisions
To the extent that any provision of this Appendix 2 is inconsistent with any Rule of the Plan, such provision of this Appendix 2 shall take precedence. Capitalised words and phrases used in this Appendix 2 and not otherwise defined shall have the same meaning as set forth in the Rules of the Plan. In addition, any capitalised words and phrases used in this Appendix 2 and otherwise defined shall override any definition contained in the Plan.
3. Vesting
Rule 5.1 shall be deleted in its entirety and replaced by the following language:
5.1 Subject to Rule 5.2 and Rule 13, all or the relevant part of an Award granted to a US Participant shall vest, if at all, upon the earliest of (i) the consummation of a Corporate Action provided that such event also constitutes a "Section 409A Change of Control" (as defined below), (ii) the "Normal Vesting Date" (as defined below), (iii) the date of the Participant's death, or (iv) if so provided in the Award notification for a US Participant who is not an executive director of the Company, the date of the Participant's "Separation from Service" (as defined below), such earliest date, the "Vesting Date."
4. Disapplication of certain vesting and leaver rules
Rule Rule 6.1 shall not apply to an Award subject to this Appendix 2.
5. Other definitions and principles of construction
"Code" means the US Internal Revenue Code, as amended from time to time.
"Normal Vesting Date" of an Award means the normal Vesting Date set forth in the terms of an Award as provided under Rule 3.12.3 and shall be interpreted so that any transfer of Shares or payments in cash may be considered being made at a "specified time" or pursuant to a "fixed schedule" for purposes of Section 409A(a)(2)(A)(iv) of the Code.
A Takeover or Scheme of Arrangement or Winding Up Corporate Action shall not be deemed to have occurred in relation to an Award granted to a US Participant unless the relevant event also constitutes a "change in ownership", a "change in effective control" or a "change in ownership of a substantial portion of the assets" of the Company, as defined in US Treasury Regulations issued pursuant to Section 409A (collectively, a "Section 409A Change of Control").
Each transfer of Shares (including for any relevant Dividend Equivalents), or payment of a cash alternative, pursuant to an Award shall constitute a "Separate Payment" within the meaning of Section 1.409A-2(b)(2) of the US Treasury Regulations.
Notwithstanding anything to the contrary contained Rule 6.5, the terms "ceasing employment", "ceasing to be a director or employee of a Group Company," and "termination of office or employment," are intended to mean a cessation of employment that also constitutes a "Separation from Service" for purposes of Section 409A(a)(2)(A)(i) of the Code and Section 1.409A-1(h) of the US Treasury Regulations.
"Specified Employee" means a US Participant who is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code.
6. Effect of vesting
Rule 5.3.1 shall be deleted in its entirety and replaced by the following language:
5.4.1 Subject to Rule 11 and Rule 13, the settlement of the relevant portion of a Conditional Award that vests must occur no earlier than 30 days prior to the Vesting Date and no later than the later of (i) 31 December of the calendar year that includes the Vesting Date, or (ii) the 15th day of the third calendar month following the Vesting Date. A US Participant may not, directly or indirectly, designate the calendar year of settlement. Notwithstanding the foregoing, any transfer of Shares or payment of cash to any US Participant who is a Specified Employee being paid upon a Separation from Service shall be delayed until the earlier to occur of the US Participant's death or the date that is six months and one day following the US Participant's Separation from Service.
- Disciplinary proceedings
Rule 5.4 (Disciplinary proceedings) shall not apply to a US Participant if the application of such Rule would result in the settlement or payment of the Award after 31 December of the same calendar year as the vesting of the Award would otherwise have been but for Rule 5.4. For avoidance of doubt, Rule 13 shall apply to any Award which vests to a US Participant at any time at which an investigation is ongoing under the disciplinary procedures applicable to the US Participant should such procedures not be resolved in the favour of the Participant.
- Dividend Equivalent
The following language shall be inserted as Rule 9.4 at the end of Rule 9 (Dividend Equivalent):
9.4 Any payment of cash or provision of Shares for any Dividend Equivalent must occur no earlier than 30 days prior to the Vesting Date and no later than the later of (i) the last day of the calendar year including the Vesting Date, or (ii) the 15th day of the third calendar month following the Vesting Date.
- Cash Alternatives and Cash Awards
Rule 10.5 shall be deleted in its entirety and replaced by the following language:
10.5 Subject to Rule 11 and Rule 13, the settlement of the relevant portion of a vested Award which provides for a cash payment or a cash alternative must occur no earlier than 30 days prior to the Vesting Date and no later than the later of (i) 31 December of the calendar year that includes the Vesting Date, or (ii) the 15th day of the third calendar month following the Vesting Date. A US Participant may not, directly or indirectly, designate the calendar year of settlement. Notwithstanding the foregoing, any payment of cash to any US Participant who is a Specified Employee being paid upon a Separation from Service shall be delayed until the earlier to occur of the US Participant's death or the date that is six months and one day following the US Participant's Separation from Service.
- Exercise of Board discretion
The Board shall not exercise its discretion provided for under the Plan, including in Rule 3.5, Rule 5.4, Rule 7.5, Rule 7.6, Rule 7.7, Rule 14.1, or Rule 16.1, in a manner that could reasonably be expected to cause the application of an accelerated or additional tax charge under Section 409A of the Code.
- US Securities laws
No Shares shall be issued or delivered to the Participant unless such delivery is in compliance with the securities laws of the US and any applicable State laws.
- Other Section 409A matters
The foregoing provisions of this Appendix 2 are intended to comply with the requirements of Section 409A of the Code, to the extent applicable, and shall be construed and interpreted in accordance therewith in order to avoid the imposition of an accelerated tax or additional tax charge thereunder. In the event that the terms or administration of an Award would subject any US Participant to taxes or penalties under Section 409A of the Code ("409A Penalties"), the Board, the Company and such Participant shall cooperate diligently to construe, apply and/or amend the terms of the Award to avoid such 409A Penalties, to the extent reasonably possible, provided that in no event shall any Group Company be responsible for any 409A Penalties that arise in connection with any amounts payable in respect of any Award granted under this Plan.
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