SSP Group PLC - Governance Information 2024

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SSP GROUP PLC

INTERNATIONAL SHARE INCENTIVE PLAN RULES

Dated 17 September 2015 (as approved by the Board of SSP Group plc on 17 September 2015) and as amended by the Board on and with effect from, 17 July 2019 and again on, and with effect from, [ ] 20[23]

THIS DEED is made on 17 September 2015

By:

SSP GROUP PLC, a company registered in England and Wales with registered number 05735966 and whose registered office is at 169 Euston Road, London, NW1 2AE (the Company)

INTRODUCTION

(A) The Company wishes to establish the Plan as an Employees' Share Scheme in order to provide benefits, on broadly similar terms to those provided under the UK SIP, to Eligible Employees of certain Group Companies.

(B) The Company, by resolution of the Board passed on 27 August 2015 approved the establishment of the Plan.

(C) The Nominee has agreed to be appointed as the original nominee of the Plan subject to and in accordance with the Share Plan Services.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Deed and the Plan, the words and expressions set out below shall have the meanings specified against them:

"Accounting Period" any period for which audited accounts or half-yearly accounts of the Company are made up;

"Accumulation Period" in relation to any acquisition of Partnership Shares, such period not exceeding twelve months as the Board may determine and specify in the relevant Partnership Share Agreement during which deductions from Salary may be accumulated prior to being applied in the acquisition of Partnership Shares;

"the Act" the United Kingdom Income Tax (Earnings & Pensions) Act 2003;

"Announcement Date" a date on which the Company makes an announcement of its results for the preceding Accounting Period;

"Associated Company" has the meaning given by paragraph 94 of Schedule 2 to the Act;

"Auditors" means the auditor of the Company for the time being;

"Award Certificate" a certificate stating the terms of a Free Share Award or a Matching Award (as the case may be) including, but not limited to, a certificate accessible by the Participant electronically;

"Award Value" in relation to the award of Matching Shares or Free Shares (as applicable), their Market Value on the relevant Vesting Date;

"the Board" the board of directors of the Company for the time being or a duly authorised committee thereof;

"Continuous Employment" continuous employment with one or more Qualifying Companies to be determined by the Board in its absolute discretion but taking account of any applicable labour laws in the jurisdiction of the employee concerned;

"Close Period" any period during which certain persons may not deal in Shares as a result of the application of the Model Code for Securities Transactions by Directors of Listed Companies or any comparable code adopted by the Company;

"the Company" SSP Group plc, a company incorporated in England & Wales with company number: 05735966;

"control" has the meaning given in section 719 of the Act;

"UK SIP" the SSP Group plc Share Incentive Plan adopted by the Board on 26 June 2014 for employees tax resident in the UK;

"Date of Grant" the date on which a Matching Award or a Free Share Award is granted or awarded under the Plan (as applicable);

"Dealing Day" a day on which the London Stock Exchange is open for the transaction of business;

"Deed" this Deed constituting, inter alia, the Plan from time to time;

"Deed of Adherence" a deed substantially in the form set out in Schedule 3 to this Plan;

"Dividend Equivalents" in relation to Free Share Awards, has the meaning given in paragraph 1.4 of Appendix A and in relation to Matching Awards, has the meaning given in paragraph 1.3 of Appendix C;

"Dividend Shares" Shares which are, or are to be, acquired with any cash dividend paid in respect of Plan Shares in accordance with Rule 11 of the Plan;

"Eligible Employee" any individual selected by the Board to participate in the Plan and who:

is an employee (and is not under notice) of a Participating Company;
has such Qualifying Period (if any) of employment with a Qualifying Company as the Board may determine; and
is not solely resident for tax purposes in the United Kingdom at the date of grant;

"Employees' Share Scheme" a scheme within the meaning given in section 1166 of the United Kingdom Companies Act 2006 adopted by the Company or any member of the Group from time to time to encourage and facilitate the holding of shares and securities in the Company by or for the benefit of, amongst others, Eligible Employees and includes this Plan;

"Employee Trust" any trust established for the benefit of most or all of the employees and former employees of the Company and its Subsidiaries and certain of their relatives;

"Financial Conduct Authority" the Financial Conduct Authority of the United Kingdom or any other body with responsibility under legislation replacing the United Kingdom Financial Services and Markets Act 2000 for carrying out regulatory actions;

"Free Share Award" a right to a specified number of Free Shares (whether by purchase or subscription or otherwise) granted in accordance with the Plan Rules, in the form of a nil-cost option, conditional share award or otherwise;

"Free Shares" the Shares which a Participant has a right to acquire pursuant to a Free Share Award granted in accordance with the Plan Rules;

"The Group " the Company, any Subsidiary and any other body corporate under the control of the Company (including, if applicable, a partnership) and "Group Company" for the purposes of this Deed and the Plan Rules shall be construed accordingly;

"Holding Period" in relation to any Matching Award, the period of three years during which Partnership Shares must be held (commencing on the Date of Grant of the relevant Matching Award) or such other period or periods that the Board shall determine at the time of making an invitation and shall specify in the applicable Partnership Share Agreement and/or Award Certificate;

"London Stock Exchange" the London Stock Exchange plc;

"Market Value" in relation to a Share:

on any day on which the Shares are admitted to listing on the Official List of the Financial Conduct Authority and admitted to trading on the London Stock Exchange:
If all the Shares to be awarded on that day are purchased on the London Stock Exchange over five or fewer consecutive Dealing Days ending on that day, the average price per Share at which all the Shares were acquired; or
If Shares are acquired other than as specified in a. above, the middle market quotation for shares of that class (as derived from the Daily Official List of the London Stock Exchange) for the Dealing Day immediately preceding that day; or
If at any time the Shares are not admitted to listing on the Official List of the Financial Conduct Authority and admitted to trading on the London Stock Exchange, the market value of a Share as determined by the Board, in its absolute discretion, in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992;

"Matching Award" a right to acquire a specified number of Matching Shares (whether by purchase or subscription) granted in accordance with the Plan Rules, in the form of a nil-cost option, conditional share award or otherwise;

"Matching Award Price" the amount payable per Matching Share (if any) on the Vesting of a Matching Award, which amount shall be determined by the Board, but in relation to a Matching Award comprising of a right to subscribe for Shares shall not be less than the nominal value of a Share;

"Matching Shares" the Shares which a Participant has a right to acquire pursuant to a Matching Award, calculated by reference to the number of Partnership Shares acquired in the first 12 months from the Date of Grant of the Matching Award and held during the Holding Period in relation to that Matching Award and otherwise in accordance with the Plan Rules;

"Nominee" Computershare Investor Services plc (and its affiliates in any jurisdiction for regulatory purposes, if applicable) whose principal office is at Bridgwater Road, Bristol BS99 6AP orsuch replacement nominee as is selected by the Board in its absolute discretion, including (but not limited to) another corporate nominee and/or a Trustee acting in its capacity as nominee;

"Net Pay" in relation to an Eligible Employee means the amount of Salary payable to said employee for a pay period after all applicable or authorised deductions have been made (such as tax and social security), other than the deduction required for the purchase of Partnership Shares;

"Official List" the list maintained by the United Kingdom Listing Authority in accordance with Part 6 of the United Kingdom Financial Services and Markets Act 2000;

"Participant" an Eligible Employee on whose behalf Partnership Shares or Dividend Shares have been acquired under the Plan or, in the absolute discretion of the Board, to whom a Free Share Award and/or a Matching Award has been granted under the Plan or, where appropriate, the personal representatives of such a person;

"Participating Company" the Company and/or any other body corporate (including a partnership) which is under the control of the Company or is a Subsidiary of the Company and with the approval of the Company participates in the Plan and has executed a Deed of Adherence;

"Plan" the SSP Group plc International Share Incentive Plan the rules of which are set out in Schedule 1 hereto (the "Plan Rules");

"Plan Period" such period as the Board may determine from time to time which may be an indefinite period subject to termination by the issue of a plan termination notice in respect of the Plan as mentioned in Clause 14 of this Deed;

"Plan Shares" means any and all Partnership Shares, Matching Shares, Free Shares or Dividend Shares which are held by the Nominee on behalf of Participants upon the terms of the Plan from time to time or, if the context so requires, any new shares issued or otherwise representing the same (including, but not limited to, any New Shares as defined in Rule 9 of the Plan);

"Partnership Shares" Shares which are, or are to be, acquired on behalf of Participants out of sums deducted from their Net Pay in accordance with the Plan Rules or, if the context so requires, any new shares issued or otherwise representing such Shares (including, but not limited to, any New Shares as defined in Rule 9 of the Plan);

"Partnership Share Agreement" the contract required to be entered into and/or accepted by a Participant wishing to have Partnership Shares acquired by the Nominee on his behalf in accordance with the Plan Rules and in such form as is approved by the Board including, but not limited to, a contract accessible by the Participant electronically, a specimen of which is annexed at Schedule 2 hereto;

"Partnership Share Money" sums deducted from a Participant's Net Pay for the acquisition of Partnership Shares in accordance with the Plan Rules and the applicable Partnership Share Agreement;

"PSP" the SSP Group plc Performance Share Plan adopted by the Board on 26 June 2014;

"Qualifying Company" means:

a company that is a Participating Company at the end of the relevant Qualifying Period; or
a company that when the individual was employed by it was a Participating Company; or
a company that when the individual was employed by it was an Associated Company of:
a company qualifying under (a) or (b) above; or
another company qualifying under this definition.

"Qualifying Period" such period of Continuous Employment which the Board may from time to time determine but which:

in relation to eligibility for the grant of a Free Share Award, shall not be more than 18 months ending on the relevant Date of Grant;
in relation to eligibility for the acquisition of Partnership Shares, shall not be more than 18 months ending with the first deduction of monies from Net Pay to acquire Partnership Shares (where there is no Accumulation Period) or 6 months ending with the start of the Accumulation Period relating to Partnership Shares where there is an Accumulation Period); and
in relation to eligibility for the grant of a Matching Award, shall not be more than 18 months ending with the first deduction of monies from Net Pay to acquire the Partnership Shares to which the Matching Award relates (where there is no Accumulation Period) or 6 months ending with the start of the Accumulation Period relating to the Partnership Shares to which the grant of the Matching Award relates (where there is an Accumulation Period);

PROVIDED THAT the Qualifying Period in relation to the acquisition of Partnership Shares and/or the grant of any Free Share Award or Matching Award shall be the same for all employees of any one Participating Company but may be different in respect of different Participating Companies and/or in respect of different grants and acquisitions of such awards and/or shares from time to time;

"Reconstruction" a 'company reconstruction' as more particularly defined in paragraph 86(1) of Schedule 2 to the Act;

"Relevant Employment" employment with a Group Company and/or any Associated Company;

"RSP" the SSP Group plc Restricted Share Plan adopted by the Board on 20 January 2021 (as amended and restated from time to time);

"Salary" in relation to an Eligible Employee means the gross basic salary (expressed as an annual rate) payable to such Eligible Employee by companies within the Group (not including allowances or benefits in kind);

"Shares" ordinary shares in the capital of the Company;

"Share Plan Services" means the Nominee's share plan account terms and conditions (as amended from time to time);

"Subsidiary" a company wheresover incorporated which is for the time being under the control of the Company provided always that such company would fall within the definition of a subsidiary under section 1159 of the United Kingdom Companies Act 2006;

"Takeover" the acquisition, by one or more persons acting together, of more than 50% of the Company's issued share capital including, (but not limited to) by way of general offer to the Company's shareholders and/or by way of a scheme of arrangement affecting the issued share capital of the Company;

"Tax Liability" all and any amounts of tax and employee social security contributions (or similar liabilities) arising in any jurisdiction by virtue of (or in connection with) (i) the grant and/or Vesting of a Free Share Award and/or a Matching Award (ii) the acquisition, holding and/or disposal of any Plan Shares and (iii) the payment of any dividends in respect of Plan Shares, that any Group Company (or former Group Company) is required to withhold and/or account on behalf of a Participant to the tax authorities in any jurisdiction or which the Participant is required to settle with the tax authorities;

"Treasury Shares" Shares purchased by the Company in accordance with sections 724-732 of the United Kingdom Companies Act 2006 and held in treasury;

"Trustee" means the trustee or trustees for the time being of any Employee Trust;

"UK Listing Authority" the Financial Conduct Authority of the United Kingdom acting in its capacity as competent authority for the purposes of Part 6 of the United Kingdom Financial Services and Markets Act 2006;

"Unit" any individual or group of individuals, business unit, division, body corporate, or other person within the Company or any Participating Company to which the Board shall apply a performance target or measure in connection with the grant of a Free Share Award;

"Vest/Vesting" the time when a Participant becomes unconditionally entitled to be awarded Matching Shares pursuant to a Matching Award or Free Shares pursuant to a Free Share Award (as applicable);

"Vested Award" the extent to which a Matching Award or a Free Share Award (as applicable) has Vested, calculated in accordance with the Plan Rules and any relevant Partnership Share Agreement or Award Certificate and "Unvested Award" shall be construed accordingly;

"Vesting Date" the day on which Matching Shares or Free Shares (as applicable) are issued or transferred to a Participant (or his duly appointed Nominee) following the Vesting of a Matching Award or a Free Share Award (as applicable);

"Vesting Period" in relation to any Matching Award or any Free Share Award (as applicable), the period of three years commencing with the applicable Date of Grant or such other period or periods that the Board shall determine at the time of making an invitation and shall specify in the applicable Partnership Share Agreement and/or Award Certificate; and

"Year" a financial year of the Company within the meaning of Section 390 of the United Kingdom Companies Act 2006.

1.2 References in this Deed or the Plan Rules to a statute or a statutory provision shall (where the context so requires) include any (direct or indirect) modification, consolidation, re-enactment, extension or replacement thereof as well as any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision.

1.3 Where the context permits the singular includes the plural and vice versa and the masculine includes the feminine and vice versa.

1.4 In the event of a change of name of the Company references to "SSP Group plc" shall thereafter be read as reference to the new name of the Company following such change of name.

2. FREE SHARES AND MATCHING SHARES

2.1 The grant and Vesting of Free Share Awards and/or Matching Awards are governed by the Plan Rules (see Schedule 1 and Appendices A and C to Schedule 1).

2.2 Subject to the foregoing, the Company agrees to issue or transfer to the Nominee (or arrange for such a transfer to be made including, but not limited to, from a Trustee) such number of Free Shares or Matching Shares awarded under the Plan to a Participant on the Vesting of that Participant's Free Share Award or Matching Award in accordance with and subject to this Deed.

2.3 The Nominee shall hold the legal title to any Free Shares or Matching Shares issued or transferred to it on behalf of a Participant in accordance with Clause 2.2 above, as bare trustee for such Participant subject to the terms and conditions of the Share Plan Services.

2.4 The Nominee shall, as soon as reasonably practicable after the award of Free Shares or Matching Shares to a Participant, (and in any event at not less than 12-monthly intervals) notify each Participant, in such form as may be provided for under the Share Plan Services and agreed with the Company, of the number of Shares so awarded to him, the date of the award and the Award Value.

3. PARTNERSHIP SHARES

3.1 The invitation process for the acquisition of Partnership Shares is governed by the Plan Rules (see Schedule 1 and Appendix B to Schedule 1) and the Partnership Share Agreement entered into by the Participant (See Schedule 2).

3.2 Subject to the foregoing, the Nominee shall hold each Participant's Partnership Share Money on behalf of such Participant in accordance with Appendix B to Schedule 1 and the Partnership Share Agreement entered into by that Participant. The Nominee shall apply all such monies in the acquisition of Partnership Shares in accordance with the Plan Rules and the Partnership Share Agreement and shall hold the legal title to any Partnership Shares so acquired and all other property deriving therefrom as bare trustee for such Participant subject to the terms and conditions of the Share Plan Services.

3.3 If any monies deducted from a Participant's Salary on any occasion cannot be applied in the acquisition of a whole number of Partnership Shares on behalf of that Participant, the Nominee shall retain so much of the surplus monies upon trust for the Participant and apply the same in a subsequent purchase of Partnership Shares subject to the Plan Rules, the Partnership Share Agreement entered into by that Participant and the terms and conditions of the Share Plan Services.

3.4 The Nominee shall, as soon as reasonably practicable after the acquisition by them of Partnership Shares pursuant to the Plan (and in any event at not less than 12- monthly intervals) notify each Participant, in such form as may be provided for under the Share Plan Services and agreed with the Company, of the amount of monies deducted from his Net Pay and applied in acquiring the Partnership Shares, the number of Partnership Shares so acquired, the date of acquisition and the acquisition price.

4. DIVIDEND SHARES

4.1 The Nominee shall apply any cash dividends received in respect of Participants' Plan Shares in the acquisition of Dividend Shares and shall hold the legal title to any Dividend Shares so acquired and all other trust property deriving therefrom as bare trustee for such Participants subject to the terms and conditions of the Share Plan Services.

4.2 If any cash dividend received in respect of a Participant's Plan Shares on any occasion cannot be applied in the acquisition of a whole number of Dividend Shares on behalf of that Participant, the Nominee shall retain so much of the surplus cash dividends upon trust for the Participant and apply the same in a subsequent purchase of Dividend Shares subject to the Plan Rules, the Partnership Share Agreement entered into by that Participant and the terms and conditions of the Share Plan Services (as applicable).

4.3 The Nominee shall, as soon as reasonably practicable after the acquisition by them of Dividend Shares pursuant to the Plan (and in any event at not less than 12- monthly intervals) notify each Participant, in such form as may be provided for under the Share Plan Services and agreed with the Company, of the amount of any cash dividends received and applied in acquiring Dividend Shares, the number of Dividend Shares so acquired, the date of acquisition, the acquisition price and any tax deducted from the cash dividend before it was received.

5. GENERAL

5.1 As agreed with the Company, the Nominee may subscribe for newly issued Shares, acquire Treasury Shares or purchase Shares in the market for the purposes of satisfying any award or acquisition of Shares under the Plan.

5.2 Subject to paragraphs 3.3 and 4.2 of this Deed, Rule 13 of the Plan (Withholding Tax) and the terms and conditions of the Share Plan Services, the Nominee shall, as soon as practicable following the receipt of any dividend or other money or money's worth in respect of Plan Shares (other than money's worth consisting of new shares issued or otherwise representing such Plan Shares, including, but not limited to, any New Shares as defined in Rule 9 ), account for and pay such dividend or other money or money's worth to Participants in accordance with their respective entitlements (subject to amounts of £10 or less per Participant, which will be paid to a charity chosen by the Company or the Nominee on the Participant's behalf in accordance with the terms of the Partnership Share Agreement and Share Plan Services that the Participant will be required to sign-up to / accept in order to participate in the Plan).

6. DISPOSAL AND RETENTION OF PLAN SHARES

6.1 Subject to Rule 13 of the Plan (Withholding Tax), the Nominee shall only:

dispose of a Participant's Plan Shares; and
deal with any right conferred in respect of any of a Participant's Plan Shares to be allotted other shares, securities or rights of any description,

in accordance with a direction from that Participant or on behalf of that Participant and subject to the terms and conditions of the Share Plan Services. Notwithstanding the foregoing, the rights of a Participant under the Plan to receive Plan Shares may not be sold, assigned, transferred, pledged or otherwise encumbered by a Participant, other than by will or the laws of descent and distribution applicable in the jurisdiction concerned.

6.2 Any direction given under Clause 6, shall be given electronically via the Share Plan Services and otherwise as agreed between the Company and the Nominee.

7. VOTING RIGHTS

7.1 If and so long as Plan Shares are registered in the name of the Nominee, the Nominee shall, in respect of any matter upon which at a general meeting of the Company or at any class meeting they are entitled to exercise any voting rights attaching thereto, invite the relevant Participants to direct them as to such exercise. The Nominee shall deal only pursuant to a direction (which direction may be of general or specific application) given by or on behalf of a Participant.

7.2 Any direction given under Clause 7, shall be given electronically via the Share Plan Services and otherwise as agreed between the Company and the Nominee.

7.3 In respect of Plan Shares held on behalf of Participants, the Nominee shall not be obliged to attend any particular meeting and may exercise the voting rights either personally or by proxy.

7.4 The Nominee shall not be entitled in respect of Plan Shares held on behalf of Participants to vote on a show of hands unless all directions received from those Participants who have given directions in respect of the particular resolution are identical, and shall not in any circumstances be under an obligation to call for a poll. In the event of any poll the Nominee shall vote only in accordance with the directions of Participants who have given such directions and shall not exercise voting rights in respect of Plan Shares where no directions have been received from Participants in relation to those Plan Shares.

7.5 For the avoidance of doubt, the Nominee may not vote in respect of Shares which are not Plan Shares (if any); nor Plan Shares where no directions have been received.

8. APPLICATION OF PLAN TO SUBSIDIARIES ETC.

8.1 The Plan may, with the consent of the Board, be extended to any Subsidiary or other body corporate (including a partnership) which is under the Control of the Company and not a party to this Deed by a Deed of Adherence and thereupon the provisions of this Deed and the Plan shall apply to that Subsidiary or other body corporate as though it were a party to this Deed and the Plan.

8.2 The Plan shall cease to apply to any Subsidiary or other body corporate, other than the Company, at any time when:

- - - 1. that company or other body corporate ceases to be a Subsidiary or under the Control of the Company; or
        2. a notice is served by the Company upon the Nominee that the Plan shall not apply to that company or other body corporate.

8.3 The Nominee shall be entitled to rely without further enquiry on information supplied by any Participating Company for the purposes of the Plan and on any direction, notice or document purporting to be given or executed by or with the authority of any Participating Company or any Participant.

8.4 If and so long as the Plan applies to any Participating Company, the powers and discretions exercisable by that company in relation to the Plan (if any) shall be exercisable by resolution of its board of directors or a duly authorised committee of such board, and a minute of any resolution thereof signed by the secretary or a director or other duly authorised employee of that company shall be sufficient authority for the Nominee to act.

9. ADMINISTRATION

9.1 The Nominee shall maintain all such records as are necessary for the purpose of enabling any Participating Company to account to the tax authorities of any jurisdiction for any Tax Liability required in accordance with Rule 13 (Withholding Tax) and to notify Participants of the same.

10. INDEMNITIES AND CHARGES

10.1 The Participating Companies shall keep the Nominee and any officer or employee of a body corporate acting as Nominee) and their estates and effects fully indemnified against all actions, claims, losses, demands, proceedings, charges, expenses, costs, damages, taxes, duties and other liabilities whatsoever arising out of or in connection with the Plan, but so that no Nominee shall be indemnified or exonerated in respect of any fraud or wilful default on his part or (in the case of a Nominee engaged in the business of providing a nominee service for a fee) his negligence.

10.2 In the administration of the Plan, neither the Nominee (nor, in the case of a body corporate, any officer or employee of the Nominee) shall be liable for any loss arising by reason of the fraud, negligence or wilful default of any agent employed by them in the absence of fraud, negligence or wilful default on the part of the Nominee or, in the case of a body corporate, any officer or employee of the Nominee.

10.3 Neither the Nominee nor any of its officers or employees shall be liable to account to Participants for any remuneration or other benefit received in connection with the Plan and no Nominee or officer or employee of the Nominee shall be liable to account to other Participants for any profit derived from the award to him of Shares held under the Plan or acquisition of Partnership Shares.

10.4 Any person acting as a Nominee in the course of any profession or business carried on by him may charge and be paid such reasonable remuneration, charges or disbursements whether in connection with the Plan or otherwise as shall from time to time be agreed between the Nominee and the Company.

10.5 Any Nominee (and any director, officer or employee of a body corporate or a trust corporation acting as a Nominee) shall not on his own account be precluded from acquiring, holding or dealing with any debentures, debenture stock, shares or securities whatsoever of the Company or any Subsidiary or any other company in the shares of which the Company or any Subsidiary may be interested, or from entering into any contract or other transaction with the Company or any Subsidiary or any such other company, or from being interested in any such contract or transaction, and nor shall he be in any way liable to account to the Company or any Subsidiary or any Participant for any profits made, fees, commissions, shares of brokerage, discounts allowed or advantages obtained by him from or in connection with such acquisition, holding, dealing, contract or transaction whether or not in connection with his duties hereunder.

10.6 The Nominee shall be entitled in the absence of manifest error to rely without further enquiry on information supplied to them by any Participating Company for the purposes of the Plan and shall also be entitled to rely in the absence of manifest error on any direction, notice or document purporting to be given or executed by or with the authority of any Participating Company or by any Participant as having been so given or executed.

11. APPOINTMENT AND REMOVAL OF NOMINEE

11.1 Subject to the terms and conditions of the Share Plan Services, the Company may at any time in its absolute discretion, by writing under hand of a person duly authorised by a resolution of the Board:

appoint a new or additional Nominee; and
remove a Nominee from office, without assigning any reason therefore and such removal shall (in the absence of any other date specified in the notice) take place forthwith.

11.2 The powers of appointment and removal shall be vested in the Nominee in the event that the Company ceases to exist otherwise than in consequence of a Reconstruction or Takeover when the successor company (or, if more than one, such successor companies as the Company shall nominate) shall have such powers.

12. OBLIGATIONS OF THE NOMINEE

12.1 The Nominee shall be under no obligation to:

(a) interfere in the management or affairs of any company, any of the shares or stocks of which are for the time being comprised in the Plan or of any company associated with such company; or

(b) seek information about the affairs of any such company but may leave the conduct of the affairs of any such company to its officers or other persons managing the company.

13. ALTERATIONS

13.1 The Board may by Board resolution or by written resolution of the Board or duly approved Committee of the Board, alter or add to any of the provisions of the Plan (including this Deed and the Schedules hereto) in such manner as may be thought fit (and, subject always to any local law requirements, such alterations or additions shall be binding on the Nominee and all Participating Companies and Participants) PROVIDED THAT no such purported alteration or addition shall be effective:

- - - 1. where the alteration or addition is to the advantage of existing or future Participants, without prior shareholder approval where such alteration or addition relates to:

the persons to whom or for the benefit of whom Shares may be awarded or acquired under the Plan;

the limitations on the number of Shares to be awarded to Participants or acquired on their behalf and to be made available under the Plan (but so that they may be adjusted as provided herein);

the determination of the price at which the Nominee is to subscribe for Shares;

the voting, dividend, transfer and other rights attaching to Shares;

the rights of Participants on the winding-up of the Company; or

the terms of this Clause 13.1(a);

provided that amendments may be made to the Plan without such approval if they are minor amendments to benefit the administration of the Plan or amendments to take account of any change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants, the Company or the Group;

- - - 1. where the alteration or addition would adversely affect any right already acquired by the Participant, without the prior written consent of each Participant (other than in a case where the alteration or addition is made as a result of a change in the law);
        2. where the alteration or addition would cause the Plan to cease to be an Employees' Share Scheme; and/or
        3. where the alteration or addition would adversely affect the provisions of the Deed for the protection and indemnity of the Nominee (without the prior written consent of the Nominee).

13.2 Written notice of any alteration or addition made in accordance with this Clause 13 shall be given to the Nominee and all Participants affected thereby, in such form as the Company shall approve (including electronically).

14. TERMINATION OF PLAN

14.1 No award of Shares may be made later than ten years after the date on which the Plan is first established without the approval of the Company's shareholders in general meeting, which approval may be sought on a 10-year rolling basis thereafter.

14.2 Subject to the foregoing, the Board may issue a notice to terminate the Plan to the Nominee and each Participant who has Plan Shares at any time. Following the issue of a Plan termination notice Participants may be required to make arrangements to remove their Plan Shares from the Plan in accordance with the terms of such notice and the Share Plan Services respectively.

15. GOVERNING LAW

15.1 This deed and the relationship between the parties shall be governed by and construed in accordance with the law of England.

15.2 Each of the parties agrees that the courts of England are to have exclusive jurisdiction to settle any disputes (including claims for set-off and counterclaims) which may arise in connection with the creation, validity, effect, interpretation or performance of, or the legal relationships established by, this Deed or otherwise arising in connection with this Deed, and for such purposes irrevocably submit to the jurisdiction of the English courts.

15.3 The Nominee irrevocably consents to service of process or any other documents in connection with proceedings in any court by facsimile transmission, personal service, delivery at any address specified in this Deed or any other usual address, mail or in any other manner permitted by English law, the law of the place of service or the law of the jurisdiction where proceedings are instituted.

16. CONSTRUCTION OF THIS DEED

16.1 This deed and the relationship between the Parties shall be governed by and construed in accordance with the law of England.

17. COUNTERPARTS

17.1 This Deed may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall constitute one and the same instrument. Delivery of a counterpart of this Deed by e-mail attachment or telecopy shall be an effective mode of delivery.

IN WITNESS whereof this Deed has been duly signed as a deed and delivered by the parties on the day and year first before written.

SIGNED as a DEED by

SSP GROUP PLC

acting by:

Director: Jonathan Davies

In the presence of:

Witness name and address: Maria Marcos Fernandez

14 Octavia House, Medway Street

SW1P 2 TA, London

As amended and restated on [ ] 20[ ]

SIGNED as a DEED by

SSP GROUP PLC

acting by:

Director: [ ]

In the presence of: [ ]

Witness name and address:

SCHEDULE 1

PLAN RULES

OPERATION OF THE PLAN

Provided that the Board is not restricted by statute, order or regulation (including any regulation, order or requirement imposed on the Company by the London Stock Exchange or any other regulatory authority - for example, but not limited to, the prohibition on share dealings during a Closed Period) the Board may, at any time and in its absolute discretion determine in respect of (i) any Participating Company in any jurisdiction and (ii) any Plan Period that:

Free Share Awards

Free Share Awards will be granted to Eligible Employees and if it so determines the provisions of this Schedule 1 and of Appendix A to this Schedule 1 shall apply. The Board may also determine that the availability and number of Free Shares to be awarded in respect of that Plan Period shall be conditional upon specified performance targets and or performance measures being met or satisfied;

Partnership Shares

it shall arrange for Partnership Shares to be acquired on behalf of Eligible Employees out of deductions from their Net Pay and if it so determines the provisions of this Schedule 1 and of Appendix B to this Schedule 1 shall apply. The Board may also determine that Partnership Shares to be acquired in respect of that Plan Period shall be acquired at the end of an Accumulation Period or after each deduction from a Participant's Net Pay. The Board may determine that any Accumulation Period shall come to an end on the occurrence of a specified event;

Matching Shares

whenever the Board determines that Partnership Shares may be acquired on behalf of Eligible Employees it may also, in its absolute discretion, determine that Matching Awards shall be granted in proportion to any Partnership Shares so acquired and if it so determines the provisions of this Schedule 1 and of Appendix C to this Schedule 1 shall apply. The Board shall also determine in respect of each acquisition of Partnership Shares the ratio of Matching Shares to Partnership Shares which shall be offered pursuant to the Matching Award.

ELIGIBILITY

If an Eligible Employee is invited to participate in the Plan in any Year then:

the maximum annual amount of Free Shares which may be subject to a Free Share Award as set out in Clause A.4.2 of Appendix A to this Schedule 1;

the maximum deduction from Net Pay that may be made in respect of Partnership Shares as set out in Clause B.2.2 of Appendix B to this Schedule 1; and

the maximum ratio of Matching Shares to Partnership Shares as set out in Clause C.1.2 of Appendix C to this Schedule 1;

shall apply and the Eligible Employee shall not be entitled to receive a Free Share Award, acquire Partnership Shares and/or receive a Matching Share Award under the Plan in that Year in excess of these limits.

Subject to the specific provisions of this Schedule 1 (including Appendix A, B and C to this Schedule 1) and the Deed, Eligible Employees of a Participating Company who are invited to participate in the Plan at the same time, must be invited to participate on the same terms and those who do participate must actually participate on the same terms. Notwithstanding the foregoing and for the avoidance of doubt, Eligible Employees of a Participating Company in one jurisdiction may be invited to participate on different terms to Eligible Employees of a Participating Company in another jurisdiction.

LIMITATIONS

Shares shall not be issued on any occasion for the purposes of the Plan to the extent that the result of that issue would be that the aggregate number of Shares issued on that occasion, when added to the number of Shares that:

have been issued during the preceding ten years under the Plan; and

could be issued pursuant to any subsisting rights, options or awards granted during the preceding ten years under any other Employees' Share Scheme established by the Company (including, but not limited to, the UK SIP, the PSP and the RSP); and

have been issued pursuant to any rights, options or awards granted during the preceding ten years under any other Employees' Share Scheme established by the Company (including, but not limited to, the UK SIP and the PSP); and

have been issued during the preceding ten years under any Associated Plan or other employee share incentive scheme established by the Company,

would exceed 10 per cent, of the ordinary share capital of the Company for the time being in issue.

Reference in this Rule 3 to the issue of Shares shall, for the avoidance of doubt, mean the issue and allotment (but not transfer) of Shares.

For as long as UK institutional shareholders so recommend. Treasury Shares held by the Company shall be treated as issued or capable of being issued for the purpose of this Rule 3.

Shares issued in satisfaction of awards of Free Shares for which the invitations were issued to Eligible Employees prior to the date on which the Shares were admitted to listing on the Official List of the Financial Conduct Authority and admitted to trading on the London Stock Exchange, will not count towards the limit described in Rule 3.1.

CONTRIBUTIONS TO BE MADE BY PARTICIPATING COMPANIES

Contributions to be made by the Company and each Participating Company to a Trustee to support any acquisition of Free Shares or Matching Shares that the Trustee has agreed to make in order to satisfy Free Share Awards and/or Matching Awards on any Vesting Date shall be paid no later than the fifth Dealing Day immediately prior to the relevant Vesting Date.

A Participating Company shall only contribute to a Trustee such sums as are required in connection with the acquisition of Shares by the Trustee in order to satisfy Free Share Awards and/or Matching Share Awards granted to Eligible Employees who are for the time being employees of that Participating Company or on secondment to that Participating Company .

Acquisition of Free Shares and Matching Shares

The Board may, in its absolute discretion and at any time before a relevant Vesting Date (which day the Company shall notify to the Trustee in advance), recommend to a Trustee to subscribe for, or buy Shares in order to satisfy the Vesting of Free Share Awards and/or Matching Shares Awards under the Plan.

Shares to be Awarded or Acquired

Shares subscribed for by a Trustee and/or the Nominee (whether or not awarded to or acquired on behalf of Participants pursuant to the Plan) shall rank pari passu in all respects with the Shares then in issue except they will not rank for any rights attaching to Shares by reference to a record date preceding the date of issue.

If and so long as Shares are admitted to listing by the Financial Conduct Authority acting as the UK Listing Authority, the Company shall apply for a listing for any Shares issued pursuant to the Plan as soon as practicable after the allotment thereof.

If and so long as Shares are admitted to trading on the Official List of the London Stock Exchange, the Company shall apply for admission to trading of any Shares issued pursuant to the Plan as soon as practicable after the allotment thereof.

Circulars and Notices

Subject to the terms and conditions of the Share Plan Services and any security law restrictions, the Company shall procure that Participants receive copies of all documents normally issued by the Company and sent to the holders of Shares as is required by law.

Rights Issues

Whenever a company grants to the holders of any class of shares of which some are Plan Shares any rights to acquire other shares, securities or rights of any description in that company (a Rights Issue) each Participant shall be notified by the Nominee of the rights relating to his Plan Shares and he may instruct the Nominee to do one or more of the following:

subject to the provision by him of any necessary funds, to take up or sell all or any of the rights;

allow them to lapse; or

sell rights nil paid to the extent necessary to enable the Nominee to subscribe in full for the balance of any unsold rights,

which instructions may be particular or of general application and relate to Plan Shares awarded or acquired before and after the date of the relevant Rights Issue. Any instructions given under this Rule 8, shall be given electronically via the Share Plan Services and otherwise as agreed between the Company and the Nominee.

The Nominee shall act upon any such instruction received by them not less than five Dealing Days before the expiry of the period allowed for the exercise of any rights pursuant to the relevant Rights Issue. If any Participant has not prior to five Dealing Days before the expiry of the period allowed for the exercise of any such rights given instructions to the Nominee with regard thereto and provided any funds necessary for the purpose, the Nominee shall allow such rights to lapse. The Nominee shall deal with any capital receipt received in consequence of the non-exercise or sale of any rights in accordance with Clause 5.2 of the Deed.

Any shares, securities or rights taken up by the Nominee on behalf of any Participant under Rule 8 shall form part of the Participant's Plan Shares and shall be deemed, for the purposes of the Plan, to have been awarded or acquired at the same time as the Participant's Plan Shares to which they relate.

Nothing in this Rule 8 shall require the Nominee to act in any manner whereby they would incur any liability unless indemnified to their satisfaction by the Participant against such liability.

CAPITALISATION ISSUES and adjustment of awards

9.1 Where a company allots any new shares by way of capitalisation to the Nominee in respect of any Participant's Plan Shares, such new shares shall to the extent applicable, be dealt with in accordance with Rule 10, and otherwise as capital receipt (the "New Shares").

9.2 The number of Free Shares that are the subject of a Free Share Award and/or the number of Matching Shares that are the subject of a Matching Award (as well as the amount of any Dividend Equivalents payable thereon) may be proportionately adjusted in such manner as the Board considers to be in its opinion fair and reasonable upon the occurrence of any capitalisation issue or offer by way of rights (including an open offer) or upon any sub-division, reduction or consolidation or other variation of the capital of the Company and/or upon a demerger of the Group or the payment by the Company of a super or special dividend which would materially affect the value of such Free Share Award and/or Matching Share Award (but for the provision of this Rule) after the date on which the applicable award is granted and prior to its Vesting.

ceasing to be in relevant employment; RECONSTRUCTION AND TAKEOVER

If, in accordance with the terms of the applicable Partnership Share Agreement and/or Award Certificate, a Participant is required to forfeit his subsisting Free Share Awards and/or subsisting Matching Share Awards upon ceasing to be in Relevant Employment, such Awards will lapse and cease to be capable of Vesting in their entirety on the date on which the Participant ceases to be in Relevant Employment giving rise to the forfeiture.

If, in accordance with the terms of the applicable Partnership Share Agreement and/or Award Certificate, a Participant is entitled to retain his Free Share Awards and/or Matching Share Awards upon ceasing to be in Relevant Employment, such Awards will Vest immediately on the date that the Participant ceases to be in Relevant Employment giving rise to the retention in respect of such number of Free Shares and/or Matching Shares that is the subject of such Awards at that time.

In the event of a Reconstruction, the Board shall determine (in its absolute discretion) whether and to what extent subsisting Free Share Awards and/or subsisting Matching Awards shall Vest immediately prior to completion of such Reconstruction. Absent such determination, all such awards (the "Original Awards") will automatically be exchanged on completion of the Reconstruction for awards over the new holding of shares created as a result of the Reconstruction (the "New Awards"). In the event of such an exchange, all other terms and conditions of the Original Awards shall continue to apply to the New Awards in accordance with the Plan Rules.

In the event of a Takeover (other than by way of a Reconstruction), subsisting Free Share Awards and/or subsisting Matching Awards shall Vest immediately prior to completion of such Takeover in respect of such number of Free Shares and/or Matching Shares that is the subject of such subsisting Free Share Awards and/or subsisting Matching Awards as at the date of completion.

If there is a Reconstruction or Takeover affecting Plan Shares (including any Plan Shares to be acquired on the Vesting of subsisting Free Share Awards and/or subsisting Matching Awards in accordance with Rules 10.3 and 10.4 above), the Participants shall be notified of such event and any Participant may give notice in writing to the Nominee (including electronically via the Share Plan Services) instructing them on the action to be taken (and, where appropriate, exercise any right to elect to receive any particular form of consideration available thereunder) in respect of any of his Plan Shares.

If there is a Reconstruction or Takeover affecting Plan Shares (including any Plan Shares to be acquired on the Vesting of subsisting Free Share Awards and/or subsisting Matching Awards in accordance with Rules 10.3 and 10.4 above), the consideration received thereunder shall (so far as it consists of cash or securities other than shares which cannot be held under the Plan) be treated as the proceeds of a disposal and (so far as it consists of shares which can be held under the Plan, including, but not limited to, New Shares as defined in Rule 9) be held by the Nominee as Plan Shares subject to the Rules of the Plan mutatis mutandis as if the same were the Shares in respect of which they are issued, or which they otherwise represent.

In the event of any Plan Shares being compulsorily acquired under Sections 974 to 989 of the UK Companies Act 2006, or if under any scheme of arrangement sanctioned by the Court pursuant to Section 899 of the UK Companies Act 2006, Plan Shares are transferred to another company or cancelled for a consideration consisting of cash and/or securities or shares ((including any Plan Shares to be acquired on the Vesting of subsisting Free Share Awards and/or subsisting Matching Awards in accordance with Rules 10.1 and 10.2 above), the Participants concerned shall be entitled to receive notification thereof from the Nominee as soon as practicable after such acquisition, transfer or cancellation, and to give instructions to the Nominee in relation to such consideration, and the provisions of Rules 10.3 and 10.4 shall apply mutatis mutandis so far as relevant.

REINVESTMENT OF CASH DIVIDENDS

The Board may, from time to time, subject to Rule 11.2, direct the Nominee to apply some or all of any cash dividends paid in respect of Plan Shares held on behalf of a Participant in acquiring Dividend Shares to be held on behalf of the Participant ("Dividend Reinvestment"). Alternatively, the Board may allow each Participant to direct the Nominee as to whether or not some or all of any cash dividends will be so applied subject to Rule 11.2. In acquiring Dividend Shares, all Participants shall be treated fairly and equally. The Company may cease and start the Dividend Reinvestment part of the Plan at any time.

Any direction by the Board referred to in Rule 11.1 as to any limit on cash dividends that may be reinvested must set out;

the amount of the cash dividends to be applied in acquiring Dividend Shares to be held on behalf of the Participant; or

how the amount of cash dividends to be applied in acquiring Dividend Shares to be held on behalf of the Participant is to be determined.

Subject to Rule 11.4, the Nominee shall pay to the Participant as soon as practicable such amount of any cash dividend which is in excess of any cash dividends applied in acquiring Dividend Shares following a direction by the Board under Rule 11.1.

The Nominee may retain and carry forward to be added to the amount of the next cash dividend to be reinvested the amount of any cash dividend which is insufficient to acquire a Dividend Share. If any amount is so retained, the Nominee shall hold the amount so as to be separately identifiable for the purposes of Rule 11.5.

The Nominee shall as soon as practicable pay to the Participant any amount retained in accordance with Rule 11.4 if:

the Participant ceases to be in Relevant Employment and requests, in accordance with the terms and conditions of the Share Plan Services and any local law restrictions, to have his Plan Shares transferred into his name or the name of a duly appointed custodian or nominee; or

a termination notice is issued in respect of the Plan pursuant to Clause 14 of the Deed.

The Nominee shall apply any cash dividend in acquiring Dividend Shares (whether by the subscription of unissued Shares or the purchase of existing Shares (in the market or privately)) on a date set by the Nominee in relation to the acquisition of Dividend Shares which shall be within 30 days of the date on which they receive the dividend.

The number of Dividend Shares appropriated to a Participant on any occasion by the Nominee shall be such number as can be acquired at the Market Value of the Shares on the date referred to in Rule 11.6 above with the cash dividend received in respect of the Participant's Plan Shares on that occasion.

Dividend Shares shall be held by the Nominee in accordance with these Plan Rules and the Deed.

Any dividends that are not required to be reinvested shall be paid to the Participant as soon as practicable after they are received by the Nominee.

Dividend Shares may (but are not required to) be subject to a provision requiring that they be offered for sale by the relevant Participant provided that the consideration for their sale be at least equal to;

the amount of cash dividends applied in acquiring the Shares on behalf of the relevant Participant; or

if lower, the Market Value of the Shares at the time they are offered for sale.

Scrip Dividends

This Rule applies where the holders of any class of shares of which some are Plan Shares are offered the right to elect to receive shares, credited as fully paid in whole or in part, in lieu of a cash dividend. Within five working days or such other period as the Nominee may decide before the closing of the offer, the Participant may:

instruct the Nominee to elect to receive shares; or

instruct the Nominee to elect to receive cash,

which instructions may be of particular or of general application and relate to Plan Shares appropriated before and after the relevant date of the scrip dividend. Any shares received by the Nominee on behalf of any Participant deriving from a scrip dividend shall not be Plan Shares and the Nominee shall hold such shares as bare trustee on behalf of the Participant accordingly.

withholding tax - DISPOSALS AND PAYMENTS

The Company (or the relevant Participating Company of the Group) may have the obligation to withhold and/or account for a Tax Liability on any income deemed to be due or paid in connection with the Plan. Where income is deemed to arise without an actual cash payment being due or made, the Company (or the relevant Participating Company of the Group) may nonetheless be required to pay the corresponding Tax Liability to the relevant tax authority. In this event, the Nominee will accept a sum from the Participant or will withhold and, to the extent required, dispose of an amount of Shares equivalent to any Tax Liability due in order to enable the Nominee to pay any Participating Company who is also the employer of the Participant an amount sufficient to enable that Participating Company to satisfy any obligation to account for any Tax Liability on behalf of the Participant. For the avoidance of doubt, the number of Shares ultimately received by the Participant will be reduced by the number of Shares withheld and/or disposed of by the Nominee for these purposes.

WITHDRAWAL OF SHARES FROM THE PLAN ON CESSATION OF RELEVANT EMPLOYMENT

Subject to any terms for forfeiture of a Participant's Unvested Awards, and any local law restrictions, if a Participant ceases to be in Relevant Employment for any reason, the Nominee shall:

continue to act as Nominee in respect of the Plan Shares held by it on behalf of the Participant as at the date of termination and otherwise in accordance with the terms and conditions of the Share Plan Services;

transfer to the Participant or any other person whom the Participant so directs all the Plan Shares held by it on behalf of the Participant as at the date of termination; or

if the Participant so directs, dispose of all the Participant's Plan Shares held by it and account (or hold itself, ready to account) for the proceeds of sale to the Participant or any other person whom the Participant so directs less any amounts deducted under Rule 13.

TRANSFER OF LEGAL TITLE

The Nominee shall transfer the legal title to any Plan Shares into the name of the relevant Participant or to another person as soon as reasonably practicable after the Participant gives the Nominee any written direction to that effect, subject always to any local law restrictions and otherwise in accordance with the rules of the Plan and the terms and conditions of the Share Plan Services. Notwithstanding the foregoing, the rights of a Participant under the Plan to receive Plan Shares may not be sold, assigned, transferred, pledged or otherwise encumbered by a Participant, other than by will or the laws of descent and distribution.

Stamp Duty

Any stamp duty or other expenses involved in any transfer of Shares by the Nominee shall be payable:

in the case of a transfer into the name of the Participant concerned, by the Nominee (and reimbursed by the Company); and

in any other case, by the transferee concerned.

Notices

The Nominee shall not be bound to act upon any instructions given by or on behalf of a Participant or any person in whom the beneficial interest in his Plan Shares is for the time being vested pursuant to the Plan unless such instructions are received by the Nominee from the relevant person.

Any notice which the Nominee is required or may desire to give to any Eligible Employee or Participant pursuant to the Plan shall be in writing and sufficiently given if delivered to him personally via electronic means or sent first class (if applicable) through the post pre-paid addressed to the Eligible Employee or Participant at his address last known to the Nominee (including any address supplied by the relevant Participating Company or any Subsidiary as being his address) or if sent through the Company's internal postal service, and if so sent by post shall be deemed to have been duly given on the day following the date the notice is posted and if sent through the Company's internal postal service shall be deemed to have been duly given three working days after the date of posting. Notices sent by electronic means shall be deemed to have been duly given on the day following the date the notice was sent. Any document so sent to a Participant shall be deemed to have been duly delivered notwithstanding that he be then deceased (and whether or not the Nominee has notice of his death) except where his personal representatives have established their title to the satisfaction of the Nominee and supplied to the Nominee an address to which documents are to be sent.

Any notice which an Eligible Employee or Participant is required or may desire to give to the Nominee pursuant to the Plan shall be in writing and sufficiently given if delivered to the Nominee via electronic means or sent first class through the post to the Nominee at an address as notified to an Eligible Employee or Participant, and if so sent by post shall be deemed to have been duly given on the day following the date the notice is posted. Notices sent by electronic means shall be deemed to have been duly given on the day following the date the notice was sent.

Information

The Nominee shall maintain such records as may be necessary to comply with the Deed and the Plan Rules, and shall at all times and from time to time give to each Participant such information as shall be in its possession to enable him to determine and quantify any Tax Liability he may have.

DISPUTES

The decision of the Board in any dispute or question affecting any Eligible Employee or Participant under the Plan shall be final and conclusive subject to the concurrence of the Auditors whenever required under the provisions hereof.

In any matter in which they are required to act hereunder the Auditors shall be deemed to be acting as experts and not as arbitrators and the United Kingdom Arbitration Act 1996 shall not apply hereto.

TERMS OF EMPLOYMENT

This Plan does not form part of any Participant's contract of employment.

Participation in the Plan does not:

confer upon any person any right to participate in the Plan at any time in the future either at all or on any particular basis;

confer upon any person any right to continue in employment with any member of the Group; or

restrict the right of any member of the Group to terminate the employment of any Participant without liability at any time with or without cause.

In no circumstances shall any person who has ceased to be an employee of the Company, any Subsidiary or any Associated Company by reason of dismissal or otherwise howsoever or who is under notice of termination of his employment be entitled to claim as against any Participating Company, Subsidiary, Associated Company or the Nominee any compensation for or in respect of any consequential loss he may suffer by reason of the operation of the terms of the Plan, including (but not limited to) any claim relating to Matching Awards which are awarded by the Company on a voluntary basis and are not in any way linked to a person's work or performance. For the avoidance of doubt, therefore, any Plan Shares and any Matching Awards held by a person who has ceased to be an employee of the Group, will not be taken into account when calculating that person's entitlement (if any) to a severance or similar payment.

Any profits or gains made as a result of Shares acquired by a Participant under this Plan are not pensionable under any of the Group's pension arrangements.

21. INTERNATIONAL

21.1 Notwithstanding any other provision of this Plan, the Board may from time to time amend or alter the provisions of the Plan and/or the terms of the Free Shares, Partnership Shares, Matching Shares and/or Dividend Shares acquired hereunder as they may, in their absolute discretion, consider necessary or desirable to comply with or take account of relevant overseas legal, taxation or securities laws or regulations. To the extent that any such alterations or amendments are to the material advantage of the overseas Participants, such alterations or amendments shall be made in accordance with Clause 13 of the Deed.

21.2 Any alteration or amendment to this Plan made in pursuance of Rule 21.1 above, in relation to the operation of the Plan in a particular jurisdiction, shall be contained in a separate Schedule reflecting the provisions required under Rule 21.1 in respect of the operation of the Plan in that jurisdiction and such Schedule shall be attached hereto.

21.3 In order to assist with the operation of the Plan in any overseas jurisdiction the Board may (but is not required to) provide Eligible Employees with a translation of the English Plan Rules and/or of the English ancillary documents issued to Eligible Employees in connection with the Plan (including, but not limited to, the Partnership Share Agreement, the Award Certificate and any employee information booklet or guide) (together the "Plan Documentation"). In the event that there is any conflict or discrepancy between the English Plan Rules and/or the English Plan Documentation and their translated versions, the English Plan Rules and the English Plan Documentation shall take precedence over their translated versions.

APPENDIX A

FREE SHARE AWARDS

- 1. Grant of Free Share Awards

Whenever the Board resolves to grant Free Share Awards to Eligible Employees in accordance with Rule 1.1 of Schedule 1, the provisions of this Appendix A shall apply.

- - 1. Any Free Share Awards shall be granted within 90 days of any relevant Announcement Date, save where the Board (in its absolute discretion) resolves to grant Free Share Awards at a different time.

On, or as soon as possible following the Date of Grant, the Company shall issue an invitation, in such form as may be agreed between the Board and the Nominee, to each Eligible Employees enclosing an Award Certificate and asking them to accept the grant of a Free Share Award under the Plan by returning the accompanying contract of participation (in such form as may be agreed between the Board and the Nominee) duly completed by such date as shall be specified in the invitation (but in any event by no later than 30 days following the Date of Grant).

The Board may specify (acting in its absolute discretion) on the Date of Grant of the relevant Free Share Awards, that in the event that a dividend is declared and paid to the Company's shareholders during the Vesting Period of a Free Share Award (or part of a Free Share Award), Eligible Employees will be entitled to receive:

additional Free Shares as part of their Free Share Award representing the value of any dividends declared during the Vesting Period on the number of Free Shares which have Vested subject to the relevant Free Share Award (or part of a Free Share Award). Any such additional Free Shares shall be delivered to Eligible Employees by way of an increase in the number of (whole) Free Shares subject to their Free Share Award; and/or
a cash payment representing the value of any dividends declared (plus interest thereon, at a rate determined by the Board in its absolute discretion) on the number of Free Shares which have Vested subject to the relevant Free Share Award (or part of a Free Share Award). Any such cash payments will be made by, or on behalf of, the Company in the next available payroll following the Vesting Date, subject to a deduction for income tax and social security contributions (or their equivalent in any jurisdiction) in the usual way.

Eligible Employees may be invited to participate in the Plan by means of a communication which is not delivered or sent to them personally but to which their attention is drawn by a notice or other communication which is delivered or sent to them individually.

A contract of participation shall bind the relevant Eligible Employee in contract with the Company in consideration of the grant of a Free Share Award to him to permit all Free Shares awarded to him on Vesting of the Free Share Award (together with any resulting Dividend Shares) to be held by the Nominee in accordance with the terms of the Plan.

Basis of Allocation of Free Shares

The Free Shares to be awarded to Eligible Employees on Vesting of their Free Share Awards shall be allocated to such Eligible Employees on the same terms in accordance with one or more of the following formulae to be determined on, or prior to the Date of Grant of the relevant Free Share Awards by the Board:

Eligible Employees shall be awarded Free Shares the number or value of which shall be determined by reference to their remuneration; or

Eligible Employees shall be awarded Free Shares the number or value of which shall be determined by reference to their length of service with a Qualifying Company; or

Eligible Employees shall be awarded Free Shares the number or value of which shall be determined by reference to the number of hours they work for a Qualifying Company; or

Eligible Employees shall be awarded a fixed number of Free Shares or a number of Free Shares with a Market Value equal to a fixed sum; or

Eligible Employees shall, subject to the provisions of paragraph A.6, be awarded Free Shares the number or value of which shall be determined according to the achievement by the Unit in which the Eligible Employee works of performance targets and/or performance measures during a Performance Period which in the case of performance measures shall:

be based on business results or other objective criteria determined by the Board; and

be fair and objective measures of the performance of that Unit,

PROVIDED THAT where an award of Free Shares is based upon more than one of the factors mentioned in paragraphs (a), (b) or (c) each factor shall give rise to a separate entitlement to Free Shares related to the level of remuneration, length of service or hours worked (as the case may be) and the total entitlements shall be the sum of those separate entitlements.

- 1. Performance Targets and Measures

Any award of Free Shares which is made by reference to a performance measure or performance target pursuant to Paragraph A.2.1(e) may be made subject to (i) the requirements of Paragraph A.3.2 (Method One) (ii)_ the requirements of Paragraph A.3.3 (Method Two) or (iii) such other performance targets or conditions as are approved by the Board, in its absolute discretion.

The requirements of this Paragraph A.3.2 (Method One) are that:

at least twenty per cent. (20%) of the Free Shares of any class awarded to an Eligible Employee on Vesting of his Free Share Award on any occasion shall be awarded without reference to performance and in accordance with the requirements of Paragraphs 9 and 41(3) and (4) of Schedule 2 to the Act (same terms), and

the Free Shares which are not awarded in accordance with (a) shall be awarded by reference to performance; and

the greatest number of Free Shares awarded to any Eligible Employee on Vesting of his Free Share Award on any occasion by reference to performance shall not be more than four times greater than the greatest number of Free Shares of the same class awarded to any Eligible Employee on that occasion by reference to factors which are not performance related.

The requirements of this Paragraph A.3.3 (Method Two) are that:

some or all of the Free Shares subject to a Free Share Award must be awarded by reference to performance;

the award of Free Shares to Eligible Employees within a Unit shall be in accordance with the requirements of Paragraphs 9 and 42(4) of Schedule 2 to the Act (same terms)-, and

the performance targets and measures must be set in accordance with the requirements of Paragraph 42(3) of Schedule 2 to the Act (consistent targets).

An Eligible Employee may not be a member of more than one Unit in any Participating Company in respect of any Plan Period.

The Company must notify as soon as reasonably practicable:

each Eligible Employee to whom Free Shares may be award on Vesting of a Free Share Award in respect of a Performance Period of any performance targets and measures which will be used to determine the number or value of Free Shares awarded to him on Vesting in respect of that Performance Period; and

all Eligible Employees of the Company and of any Participating Company in general terms of the performance measures to be used to determine the number or value of Free Shares to be awarded to each individual on Vesting of his Free Share Award

PROVIDED THAT in respect of paragraph (b) above the Company shall not be required to include in such notification any information which the Board reasonably considers would prejudice the confidentiality of commercially sensitive information.

- 1. Limits on the Grant of Free Share Awards

An individual shall not be eligible to be granted a Free Share Award if, at the applicable Date of Grant, he is not an Eligible Employee.

The aggregate of the Award Values of all Free Shares under the Plan which may be the subject of Free Share Awards granted to any Participant in any Year shall not exceed (i) £3,600 (or such other amount as may from time to time be specified in paragraph 35 of Schedule 2 to the Act) or (ii) such other amount as the Board may see fit in its absolute discretion from time to time, however, such limit shall be calculated at the beginning of the Participant's participation in the Plan by reference to the prevailing and applicable exchange rate at the time and shall not, for the avoidance of doubt, be re-tested throughout the Year unless the Board sees fit in its absolute discretion.

- 1. Forfeiture of Free Share Awards

Free Share Awards may (but are not required to) be granted to a Participant on terms that the Participant shall cease to be entitled to the Free Shares subject to the Award if within the specified Vesting Period applicable to that Free Share Award the Participant ceases to be in Relevant Employment for such reason or reasons as may be specified at the time the Free Share Award is granted, but not in the event of a Reconstruction and/or Takeover, in which case the provisions of Rule 10 shall apply.

- - 1. Any such terms shall be set out in the Award Certificate sent to the Participant in accordance with paragraph A.1.3 above.
- Non-Transferability of Free Share Awards
- Free Share Awards shall be personal to the Participant and may not be transferred, assigned or charged (provided that if a Participant ceases to be in Relevant Employment by reason of death, his Free Share Awards may be exercised by his personal representatives in accordance with the Plan Rules) and shall immediately become void and of no effect in the event of bankruptcy of the Participant.

APPENDIX B

PARTNERSHIP SHARES

- 1. The Partnership Share Agreement

Whenever the Board resolves that Partnership Shares may be acquired on behalf of Eligible Employees out of deductions from their Net Pay in accordance with Rule 1.2 of Schedule 1, the provisions of this Appendix B shall apply.

On or as soon as possible following the above resolution, the Company shall procure the issue to Eligible Employees of an invitation and a Partnership Share Agreement in the form of Schedule 2 (or in such other form as may be agreed between the Board and the Nominee) by which the Company shall invite Eligible Employees to apply to acquire Partnership Shares by entering into or otherwise accepting the terms of the Partnership Share Agreement by such date as shall be specified in the invitation.

Under the Partnership Share Agreement the relevant Eligible Employee shall agree with the Company and the Nominee to allocate part of his Net Pay for the purchase of Partnership Shares and the Company shall agree to arrange the acquisition of Partnership Shares on behalf of the Eligible Employee in accordance with the rules of the Plan.

Partnership Shares shall be acquired with monies deducted from an Eligible Employee's Net Pay at such intervals and in such amounts or percentages as shall be specified in the Partnership Share Agreement or such other intervals, amounts or percentages as may be agreed between the Company and the Eligible Employee from time to time but which shall be subject to the provisions of paragraphs B.2 and B.3.

If the Board has determined that an Accumulation Period shall apply in respect of any acquisition of Partnership Shares and a Reconstruction occurs during that Accumulation Period which results in New Shares being issued or allocated in place of the Partnership Shares, the Partnership Share Agreement shall provide that if the Participant consents, it shall have effect after the Reconstruction as if it were an agreement for the purchase of shares which are New Shares.

The Board may specify the maximum number of Partnership Shares which may be acquired on a Participant's behalf or in aggregate for all Participants on any occasion or in respect of any Accumulation Period.

The Partnership Share Agreement shall contain an undertaking by the Company to notify an Eligible Employee of any restriction specified pursuant to Rule B.1.7 on the number of Shares which may be acquired which notification shall be given;

if there is no Accumulation Period, before any deduction of monies is made from Salary; and

if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Partnership Shares.

If pursuant to Rule 1.3 of Schedule 1 the Company determines in respect of any acquisition of Partnership Shares that a Matching Award of Matching Shares shall be offered, the Partnership Share Agreement shall specify:

the ratio of Matching Shares to Partnership Shares offered by the Company;

the Holding Period applicable to the Matching Award;

the circumstances (if any) and manner in which the ratio may be changed by the Company before the related Partnership Shares are acquired; and

the Vesting Period applicable to the Matching Award.

The Partnership Share Agreement and the Share Plan Services shall bind the relevant Eligible Employee in contract with the Company to permit any Dividend Shares to be held subject to the Plan Rules.

Partnership Shares shall not be subject to any provision for forfeiture.

Notwithstanding paragraph B.1.11, Partnership Shares may (but are not required to) be subject to a provision requiring that they be offered for sale by the relevant Participant provided that the consideration for their sale be at least equal to:

the amount of Partnership Share Money applied in acquiring the Shares on behalf of the relevant Participant; or

if lower, the Market Value of the Shares at the time they are offered for sale.

- 1. Limits on Partnership Share Monies

Subject to paragraph B.2.4 below, the minimum amount which may be deducted from an Eligible Employee's Net Pay and whether a particular description of earnings is not to be regarded as forming part of an Eligible Employee's Salary for this purpose shall be determined by the Board and specified in the Partnership Share Agreement and shall be the same for all Eligible Employees of a particular Participating Company but shall not be greater than £10 (or such other minimum amount as may be prescribed from time to time by Paragraph 47 of Schedule 2 to the Act) in any calendar month (irrespective of the intervals at which the Eligible Employee is paid).

Subject to paragraph B.2.4 below, the maximum amount which may be deducted from an Eligible Employee's Net Pay under the Plan shall be determined by the Board and specified in the Partnership Share Agreement and shall be the same for all Eligible Employees of a particular Participating Company but shall not be greater than (i) £1,800 (or such other maximum amount as may be prescribed from time to time by Paragraph 47 of Schedule 2 to the Act) or (ii) such other amount as the Board may see fit in its absolute discretion from time to time, in any Year.

The maximum amount referred to above shall not exceed the net amount corresponding to the Eligible Employee's Salary in any Year and for this purpose shall mean:

in the case where an Accumulation Period does not apply, the Eligible Employee's Net Pay from which the deduction is made; and

if an Accumulation Period does apply, the total of the Eligible Employee's Net Pay over the Accumulation Period.

In this paragraph B.2 references to any percentage or amount shall be construed as references to any maximum percentage or amount (as the case may be) which may be permitted from time to time by Paragraph 46 of Schedule 2 to the Act or such other percentage or amount as the Board may see fit in its absolute discretion from, time to time, having regard to local law requirements (as applicable).

Salary Paid in Currency other than GBP Sterling

In the event that a Participant is paid his Salary in a currency other than GBP Sterling, the Board reserves the right to set the limits referred to in paragraph B.2.2 and B.2.3, by reference to the applicable exchange rate on the date of invitation so as to enable deductions from the Participant's Net Pay to be made in the Participant's local currency on a fixed basis. For the avoidance of doubt, limits set in a currency other than GBP Sterling shall not be re-tested throughout the Year unless the Board sees fit in its absolute discretion. Furthermore, the Board reserves the right to agree, with the Nominee, any additional limits that it sees fit to take account of materially adverse exchange rate fluctuations, or other legal or regulatory matters and such additional limits will be communicated to the Participants as part of the invitation process.

Upon receipt of any deductions in a currency other than GBP Sterling, the Nominee shall convert the amounts received into GBP Sterling on the same day for every Participant using the prevailing exchange rate at the time and acquire Partnership Shares on the Participant's behalf using the GBP Sterling amounts (subject to any limits imposed by paragraph B.2.3 above).

Any amount deducted from an Eligible Employee's Salary in excess of the limits referred to in paragraph B.2.2 or such other lower limit as is specified in the Partnership Share Agreement shall be returned to the Eligible Employee by the Nominee without delay.

Any money deducted from an Eligible Employee's Net Pay to acquire Partnership Shares shall, subject to paragraphs B.2.3 and B.3, be paid to the Nominee as soon as practicable and held by the Nominee on behalf of that Eligible Employee until it is applied by the Nominee in acquiring Partnership Shares on the Eligible Employee's behalf.

The Nominee shall keep any money which they are required to hold pursuant to Paragraph B.2.6 in an account (which may or may not be interest bearing) with:

a person falling within Section 99l(2)(b) of the United Kingdom Income Taxes Act 2007;

a building society; or

a firm falling within Section 991(2)(c) of the United Kingdom Income Taxes Act 2007.

If monies deducted from Salary and held on an Eligible Employee's behalf are held in an interest bearing account the Nominee must account to the Eligible Employee for that interest, subject to amounts of £10 or less in total, which will instead be paid to a charity chosen by the Company or the Nominee on the Eligible Employee's behalf (in accordance with the terms of the Partnership Share Agreement and Share Plan Services that the Participant will be required to sign-up to / accept in order to participate in the Plan).

- 1. Acquisition of Partnership Shares

An individual shall not be eligible to have Partnership Shares acquired on his behalf unless:

if there is no Accumulation Period, he is an Eligible Employee at the time the monies for that acquisition are deducted from his Salary; or

if there is an Accumulation Period, he is an Eligible Employee at the time the monies for that acquisition are first deducted from his Net Pay.

Where no Accumulation Period Applies

If no Accumulation Period applies to any particular acquisition of Partnership Shares, the provisions of paragraphs B.3.3, B.3.4 and B.3.5 shall apply.

Amounts deducted from Net Pay shall be applied in the acquisition of Partnership Shares on a date set by the Nominee in relation to the relevant award of Partnership Shares, which shall be within thirty days after the last date on which the amounts to be applied in acquiring the Partnership Shares are deducted from the Participant's Net Pay.

Subject to any scaling down pursuant to paragraph B.3.12 below, the number of Partnership Shares acquired on behalf of a Participant shall be determined by reference to the Market Value of the Shares on the date referred to in paragraph B.3.3 above.

If any monies deducted from a Participant's Salary cannot be applied in the acquisition of Partnership Shares, the surplus may, if the Partnership Share Agreement so provides, be carried forward and added to the amount of the next deduction from Salary and applied in the next acquisition of Partnership Shares, and otherwise shall be repaid to the Participant as soon as practicable.

Where an Accumulation Period applies

If an Accumulation Period applies to any particular acquisition of Partnership Shares in the provisions of paragraphs B.3.7 to B.3.9 shall apply.

Amounts deducted from Salary shall be applied in the acquisition of Partnership Shares on a date set by the Nominee in relation to that acquisition of Partnership Shares, which shall be within thirty days after the end of the Accumulation Period relating to that acquisition of Partnership Shares.

Subject to any scaling down pursuant to paragraph B.3.12 below, the number of Partnership Shares acquired on behalf of a Participant shall be determined in accordance with:

the Market Value of the Shares at the beginning of the Accumulation Period;

the Market Value of the Shares on the date referred to in paragraph B.3.7 above, or

the lower of (a) and (b).

The Partnership Share Agreement shall specify which method of determination will apply and any determination under this paragraph B.3.8 shall be in accordance with the terms of the relevant Partnership Share Agreement.

If any monies deducted from a Participant's Salary during an Accumulation Period cannot be applied in the acquisition of Partnership Shares the surplus may, if the Partnership Share Agreement so provides, be carried forward and used in the next acquisition of Partnership Shares on behalf of that Participant, and otherwise shall be paid to the Participant as soon as practicable, subject to amounts of £10 or less in total, which will instead be paid to a charity chosen by the Company or the Nominee on the Eligible Employee's behalf (in accordance with the terms of the Partnership Share Agreement and the Share Plan Services that the Participant will be required to sign-up to / accept in order to participate in the Plan).

If a Participant ceases to be in Relevant Employment during an Accumulation Period for any reason, any monies deducted from his salary during that period, shall be repaid to the Participant as soon as practicable after he so ceases.

If the Partnership Share Agreement provides that an Accumulation Period comes to an end on the occurrence of a specified event, any monies deducted from a Participant's Salary during that period shall be paid to the Participant as soon as practicable.

Scaling Down

If applications to acquire Partnership Shares would, if they were satisfied in full, result in any maximum specified pursuant to Rule B.1.7 being exceeded, the number of Partnership Shares applied for by each Eligible Employee shall be reduced proportionately to the extent necessary to eliminate the excess and each application shall be treated as varied accordingly.

- 1. Stopping and Restarting Deductions

A Participant may at any time by giving notice to the Company (in a form approved by the Board and the Nominee) request that no further deductions be made from his Salary pursuant to a Partnership Share Agreement. The Company shall stop deductions within 30 days of the receipt of any such notice in the approved form or on such later date as the Participant may specify in the notice.

A Participant may at any time give notice to the Company (in a form approved by the Board and the Nominee) that he wishes to re-start deductions from his Salary. The Company must restart deductions under the Partnership Share Agreement not later than the date of the first deduction under the Partnership Share Agreement which is due more than 30 days after receipt of the Participant's notice to restart making deductions. If a Participant stops making deductions from Salary and then re-starts, he may not make up any missed deductions from Salary.

Where an Accumulation Period applies, a Participant may not give more than one notice to restart deductions in any one Accumulation Period.

- 1. Withdrawal from Plan

A Participant may at any time by notice to the Company (in a form approved by the Board and the Nominee) withdraw from a Partnership Share Agreement in which case no further Partnership Shares shall be acquired on his behalf pursuant to that Partnership Share Agreement, no further deduction shall be made from his Salary and any monies held on his behalf to acquire Partnership Shares shall be repaid to him as soon as practicable. Unless a later date is specified in the notice, the notice shall be treated as taking effect no later than 30 days after it is received by the Company.

- 1. Access to Partnership Shares

Subject to the forfeiture of any related Matching Award (see Appendix C), and any local law restrictions, a Participant may at any time after Partnership Shares have been acquired on his behalf:

direct the Nominee to transfer all or any of the Partnership Shares to himself or another person; or

assign, charge or otherwise dispose of his beneficial interest in all or any of the Partnership Shares; or

direct the Nominee to dispose of all or any of the Partnership Shares and account to himself or another person for the proceeds of sale.

- 1. General

If a plan termination notice is issued in respect of the Plan pursuant to Clause 14 of the Deed, any monies held on a Participant's behalf to acquire Partnership Shares shall be repaid to the Participant as soon as practicable after the plan termination notice is provided to the Nominee.

Stamp duty chargeable on any instruments of transfer entered into pursuant to any acquisition of Partnership Shares and any other related costs of such acquisition shall be borne by the Company or any Group Company.

APPENDIX C

MATCHING SHARE AWARDS

- 1. Grant of Matching Awards

Whenever the Board resolves to grant Matching Awards to selected Eligible Employees in accordance with Rule 1.3 of Schedule 1, the provisions of this Appendix C shall apply.

The ratio of Matching Shares to Partnership Shares which shall be offered in respect of any acquisition of Partnership Shares shall be determined by the Board, offered to all Eligible Employees invited to participate on the same terms and shall be specified in the Partnership Share Agreement governing the acquisition of the relevant Partnership Shares and the Award Certificate sent to the Participants accordingly. The ratio shall not be greater than two Matching Shares for every one Partnership Share acquired or such other ratio as may be permitted from time to time by Paragraph 60 of Schedule 2 to the Act.

The Board may specify (acting in its absolute discretion) on the Date of Grant of the relevant Matching Awards, that in the event that a dividend is declared and paid to the Company's shareholders during the Vesting Period of a Matching Award (or part of a Matching Award), Eligible Employees will be entitled to receive:

additional Matching Shares as part of their Matching Award representing the value of any dividends declared during the Vesting Period on the number of Matching Shares which have Vested subject to the relevant Matching Award (or part of a Matching Award). Any such additional Matching Shares shall be delivered to Eligible Employees by way of an increase in the number of (whole) Matching Shares subject to their Matching Award; and/or
a cash payment representing the value of any dividends declared (plus interest thereon, at a rate determined by the Board in its absolute discretion) on the number of Matching Shares which have Vested subject to the relevant Matching Award (or part of a Matching Award). Any such cash payments will be made by, or on behalf of, the Company in the next available payroll following the Vesting Date, subject to a deduction for income tax and social security contributions (or their equivalent in any jurisdiction) in the usual way.

The Company may determine that the ratio of Matching Shares to Partnership Shares may be altered by the Company in certain circumstances prior to the acquisition of the related Partnership Shares and if it does so, the Partnership Share Agreement shall specify the circumstances and the manner in which the ratio may be changed.

The Company, shall, in respect of each Matching Award specify a Holding Period applicable to the Partnership Shares in respect of which the Matching Award has been granted and such Holding Period shall be stated in the Partnership Share Agreement and the Award Certificate respectively. Once specified, the Holding Period may not be increased in respect of that Matching Award.

The Partnership Share Agreement shall bind the relevant Eligible Employee in contract with the Company in consideration of the award to him of the Matching Shares on Vesting of his Matching Award to permit all Matching Shares awarded to him (together with any resulting Dividend Shares) to be held by the Nominee in accordance with the Plan.

An individual shall not be eligible to be granted a Matching Award unless:

if there is no Accumulation Period, he is an Eligible Employee at the time the monies for the acquisition of the Partnership Shares to which the Matching Award relates are deducted from his Salary; or

if there is an Accumulation Period, he is an Eligible Employee at the time the first deduction for the acquisition of the Partnership Shares to which the Matching Award relates is made from his Salary.

The Matching Award shall be granted to a Participant on the same date as the first Partnership Shares to which the Matching Award relates is acquired on behalf of the Participant.

- 1. Forfeiture of Matching Awards

Matching Awards may (but are not required to) be granted to a Participant on terms that the Participant shall cease to be entitled to all or a proportion of the Matching Shares subject to the Award if within the specified Holding Period applicable to the Partnership Shares to which the Matching Award relates:

(a) he directs the Nominee to transfer all or a proportion of the Partnership Shares to which the Matching Award relates to himself or another person on his behalf; or

(b) he assigns, charges or otherwise disposes of his beneficial interest in all or a proportion of the Partnership Shares to which the Matching Award relates; or

(c) he directs the Nominee to dispose of all or a proportion of the Partnership Shares to which the Matching Award relates and to account to himself or another person for the proceeds of sale; or

(d) he ceases to be in Relevant Employment for such reason or reasons as may be specified at the time the Matching Award is granted,

but not in the event of a Reconstruction and/or a Takeover, in which case the provisions of Rule 10 shall apply.

- - 1. Any such terms shall be set out in the Award Certificate sent to the Participant in accordance with paragraph C.1.2 above.
- Non-Transferability of Matching Awards
- Matching Awards shall be personal to the Participant and may not be transferred, assigned or charged (provided that if a Participant ceases to be in Relevant Employment by reason of death, his Matching Awards may be exercised by his personal representatives in accordance with the Plan Rules) and shall immediately become void and of no effect in the event of bankruptcy of the Participant.

SCHEDULE 2

PARTNERSHIP SHARE AGREEMENT

SCHEDULE 3

DEED OF ADHERENCE

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