Exhibit 99.2
OCTEL CORP.
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RULES
of the
OCTEL CORP. SAVINGS-RELATED SHARE OPTION SCHEME
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PRICEWATERHOUSECOOPERS
Xxxxxx House
00 Xxxxxxxxxx Xxxxxx
Xxxxx
XX0 0XX
THE RULES OF THE OCTEL CORP. SAVINGS-RELATED SHARE OPTION SCHEME
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CONTENTS
1. DEFINITIONS................................................................. 1
2. INVITATION OF APPLICATIONS.................................................. 6
2.1 When Invitations may be issued.......................................... 6
2.2 Wording of Invitations.................................................. 6
2.3 Documents accompanying Invitations...................................... 6
2.4 Wording of Application Form............................................. 6
2.5 Provision for Scaling Down.............................................. 7
2.6 Number of Shares applied for............................................ 7
3. SCALING DOWN................................................................ 7
4. GRANT OF OPTIONS............................................................ 8
4.1 Maximum period between determination of Share Price and Grant of Option. 8
4.2 Options may only be granted to Eligible Employees....................... 8
4.3 Requirement to Issue Option Certificate................................. 8
4.4 Options may not be transferred.......................................... 8
5. RIGHTS OF EXERCISE.......................................................... 9
5.1 Earliest Date of Exercise............................................... 9
5.2 Requirement to remain in Employment..................................... 9
5.3 Option Holder with Material Interest.................................... 9
5.4 Death of Option Holder.................................................. 9
5.5 Right to Exercise Prematurely........................................... 9
5.6 Right to Exercise on Attaining Age 65................................... 10
5.7 Right to Exercise More than Three Years after Date of Grant............. 10
5.8 Employee Transferred to other member of the Group....................... 10
5.9 Transfer of Employment within Group..................................... 10
5.10 Lapse of Options....................................................... 11
6. TAKEOVER, RECONSTRUCTION AND AMALGAMATION AND LIQUIDATION................... 12
6.1 Take-over pursuant to General Offer..................................... 12
6.2 Take-over pursuant to Scheme of Arrangement............................. 12
6.3 Scheme of Arrangement without Change of Control......................... 12
6.4 Compulsory Acquisition of Shares........................................ 12
6.5 Voluntary Winding Up of the Company..................................... 13
6.6 Meaning of Obtaining Control............................................ 13
6.7 Rollover of Options..................................................... 13
6.8 Meaning of "appropriate period"......................................... 13
7. MANNER OF EXERCISE.......................................................... 14
7.1 Funds which can be used to exercise Option.............................. 14
7.2 Actions Required of the Option Holder................................... 14
7.3 Actions Required of the Company......................................... 14
8. ISSUE OF SHARES............................................................. 14
8.1 Ranking of Shares....................................................... 14
8.2 Admission to the New York Stock Exchange................................ 15
9. ADJUSTMENTS................................................................. 15
9.1 General Power of Adjustment............................................. 15
9.2 Adjustment which reduces Share Price to less than nominal value......... 15
THE RULES OF THE OCTEL CORP. SAVINGS-RELATED SHARE OPTION SCHEME
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9.3 Requirement to Capitalise Reserves....................................... 15
9.4 Notification of Option Holders........................................... 16
10. ADMINISTRATION............................................................... 16
10.1 Delivery of Notices or Documents........................................ 16
10.2 Copies of Shareholder Communications.................................... 16
10.3 Maintenance of Unissued Share Capital................................... 16
10.4 Directors' Power to Administer Scheme................................... 16
10.5 Directors' Decisions are Final and Conclusive........................... 16
10.6 Costs of Administering Scheme........................................... 17
11. ALTERATIONS.................................................................. 17
11.1 Power to alter Rules prior to Inland Revenue approval................... 17
11.2 Power to alter Rules following Inland Revenue approval.................. 17
11.3 Alteration which affects subsisting rights of Option Holders............ 17
11.4 Notification to Option Holders.......................................... 17
12. GENERAL...................................................................... 17
12.1 Termination of the Scheme............................................... 17
12.2 No Compensation for loss of Option Rights............................... 17
12.3 Governing Law........................................................... 18
THE RULES OF THE OCTEL CORP. SAVINGS-RELATED SHARE OPTION SCHEME
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APPROVED BY THE INLAND REVENUE UNDER THE INCOME AND CORPORATION
TAXES ACT 1988 ON [ ] UNDER REFERENCE [ ]
1. DEFINITIONS
In this Scheme, the following words and expressions shall, where the context so
permits, have the meanings set forth below:
"Acquiring Company" the person mentioned in Rule 6.1 being a
company within the meaning of Section
832 of the Act;
"Acquisition Price" in relation to an Option, the total
amount payable on any exercise being an
amount equal to the relevant Share
Price, multiplied by the number of
Shares in respect of which the Option is
exercised;
"the Act" the Income and Corporation Taxes Act
1988;
"Associated Company" the meaning ascribed by Section 416 of
the Act;
"Bonus" any sum payable by way of terminal bonus
under a Savings Contract being the
additional payment made by the nominated
Savings Authority when repaying
contributions under a Savings Contract;
"Bonus Date" under a three year Savings Contract, the
earliest date on which the Standard
Bonus is payable under the Savings
Contract following 36 monthly payments;
"the Company" save as provided in Rule 6.7, Octel
Corp., a Delaware Corporation;
"Continuous Employment" the meaning ascribed by Section 211 of
the Employment Rights Act 1996;
"Control" the meaning ascribed by Section 840 of
the Act;
"Date of Grant" the date on which an Option is granted
under the Scheme pursuant to Rule 4;
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"Dealing Day" a day on which the New York Stock
Exchange is open for business;
"the Directors" the board of directors of the Company,
or a duly authorised committee thereof;
"Eligible Employee" (1) any person who is a Full Time
Director or employee of a
Participating Company and:
(a) is chargeable to tax in
respect of his office or
employment under Case 1 of
Schedule E of the Taxes Act;
and
(b) on the immediately preceding
Qualifying Date, had such
minimum period of Continuous
Employment with any one or
more Participating Companies
(taken consecutively) as the
Directors may determine, being
a period not exceeding five
years in total ending on the
date the relevant Option is
granted; and
(2) any other director or employee of a
Participating Company whom the
Directors may in their sole
discretion approve, provided that
any person who is ineligible to
participate by virtue of paragraph
8 of Schedule 9 to the Act shall
not be treated as an Eligible
Employee;
"Employees' Share Scheme" the meaning ascribed by Section 743 of
the Companies Act 1985;
"Full Time Director" a Director who is contracted to work not
less than 25 hours a week (exclusive of
meal breaks) (or such lower number of
hours per week as the Directors may
determine from time to time in their
absolute discretion) for any one or more
of the Participating Companies; or
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"Grant Period" a period of 30 days (or 42 days in the
event that applications are scaled down
under Rule 3) beginning on the Dealing
Day following any of:
(1) a day on which the Scheme is
approved by the Inland Revenue
under the Act; or
(2) a day on which the Company makes an
announcement of its results for any
year, quarter year or other period
or issues any prospectus, listing
particulars or other document
containing equivalent information
relating to Shares; or
(3) a day on which any announcement is
made of modifications to be made to
the Act or a day on which any such
modifications come into force; or
(4) a day on which an announcement is
made by the Savings Authority of a
new savings-related share option
prospectus; or
(5) a day on which the Directors
resolve to grant Options.
"Holding Company" in relation to the Acquiring Company, a
company falling within the definition in
Section 736 of the Companies Act 1985;
"the Invitation Date" the date of the relevant invitation made
under Rule 2
"Market Value" in relation to a Share on any day:
(1) if and so long as the Shares are
listed on the New York Stock
Exchange, the average of its middle
market quotation for the three
Dealing Days immediately preceding
the Invitation Date and falling
within the Grant Period; or
(2) save as mentioned in (1) above, its
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market value on the Invitation Date
as determined in accordance with
Part VIII of the Taxation of
Chargeable Gains Act 1992 and
agreed in advance with the Shares
Valuation Division of the Inland
Revenue;
"Maximum Bonus" the Bonus payable two years after the
Standard Bonus is payable;
"Maximum Contribution" under all Savings Contracts the lesser
of
(1) (Pounds)250 per month; and
(2) the maximum amount specified in
paragraph 24(2)(a) of Schedule 9 to
the Act; and
(3) such maximum contribution as may be
determined from time to time by the
Directors;
"Monthly Contributions" monthly contributions agreed to be paid
by an Option Holder under his Savings
Contract;
"Option" a right to acquire Shares pursuant to
the Scheme;
"Option Certificate" a certificate issued under Rule 4.3;
"Option Holder" a person to whom an Option has been
granted (or, as the context requires,
his personal representatives);
"Participating Company" the Company and any other company for
the time being designated by the
Directors as a Participating Company
being a company which is under the
Control of the Company;
"Permitted Minimum Monthly such amount as the Directors shall
Contribution" specify, being not less than (Pounds)5
or more than (Pounds)10;
"Qualifying Date" such date as the Directors may from time
to time determine (or, in the absence of
any such determination, the last day of
the Company's accounting period) in the
period of one year
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immediately preceding
the relevant Date of Xxxxx;
"Rules" the Rules of the Scheme and "Rule" shall
be construed accordingly;
"Savings Authority" the building society or bank recognised
by the Directors from time to time for
the purpose of receiving Monthly
Contributions under Savings Contracts;
"Savings Contract" a contract under a certified contractual
savings scheme (within the meaning of
Section 326 of the Act) approved by the
Board of Inland Revenue for the purpose
of Schedule 9 to the Act:
"the Scheme" the Octel Corp. Savings Related Share
Option Scheme in its present form, or as
from time to time altered in accordance
with the Rules;
"Share" save as provided in Rule 6.7, a share in
the Company satisfying paragraphs 10 to
14 inclusive of Schedule 9 to the Act;
"Share Price" the price per Share in US Dollars, as
determined by the Directors, at which an
Eligible Employee may acquire Shares in
respect of which an Option has been
granted to him, being not less than:
(1) 80% of the Market Value of a Share;
or
(2) if greater and Shares are to be
subscribed, the nominal value of a
Share,
which is converted into Sterling using
the Exchange Rate in force on the Date
of Grant, subject to any adjustment
pursuant to Rule 9.1;
"Standard Bonus" the Bonus payable on the earliest date
on which a Bonus is payable under a
Savings Contract;
"Subsidiary" has the meaning ascribed by Section 736
of the Companies Act 1985;
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References to any statutory provision are to that provision as amended or re-
enacted from time to time, and, unless the context otherwise requires, words in
the singular shall include the plural (and vice versa) and words importing the
masculine the feminine (and vice versa).
2. INVITATION OF APPLICATIONS
2.1 When Invitations may be issued
Applications for the grant of Options under the Scheme shall be invited only if
the Directors so determine in their absolute discretion. Invitations to apply
for Options on any occasion shall be made in accordance with the Rules and on
similar terms to all Eligible Employees.
2.2 Wording of Invitations
Invitations shall be made in writing and shall include details of the following
matters which shall be determined by the Directors:
a the Share Price;
b the latest date during the Grant Period by which applications must be
received, being neither earlier than 14 days nor later than 28 days after
the date of the invitation;
c the Maximum Contribution;
2.3 Documents accompanying Invitations
Each invitation shall be accompanied by:
a a proposal form for a Savings Contract; and
b an application form.
2.4 Wording of Application Form
An application form shall be in such form as the Directors may from time to time
prescribe save that it shall provide for the applicant to state:
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a the Monthly Contributions (being a multiple of (Pounds)1 and not less than
the Permitted Minimum Monthly Contribution) which he wishes to make under
the related Savings Contract; and
b that his proposed Monthly Contributions (when taken together with any
Monthly Contributions he makes under any other Savings Contract) will not
exceed the Maximum Contribution;
2.5 Provision for Scaling Down
Each application shall provide that, in the event of scaling down in accordance
with Rule 3, the Directors are authorised by the applicant either to alter his
application by reducing the amount of his Monthly Contributions or to withdraw
his application, as the case may be, to the extent of such scaling down.
2.6 Number of Shares applied for
Each application shall be deemed to be for an Option over such number of Shares
as can be acquired at the Share Price with the expected repayment under the
related Savings Contract at the appropriate Bonus Date.
3. SCALING DOWN
To the extent that valid applications are received in excess of any maximum
number of Shares which may be determined by the Directors, then the Directors
shall scale down applications to the extent necessary in one of the following
ways as may be determined by them:
a (where relevant) by treating any elections for the Maximum Bonus as
elections for the Standard Bonus and then, so far as necessary, reducing
the proposed Monthly Contributions in excess of (Pounds)5 pro rata and
then, so far as necessary, selecting by lot; or
b by treating each election for a Bonus as an election for no Bonus and then,
so far as necessary, reducing the proposed Monthly Contributions in excess
of (Pounds)5 pro rata and then, so far as necessary, selecting by lot; or
c by reducing the proposed Monthly Contributions in excess of (Pounds)5 pro
rata and then, so far as necessary, selecting by lot.
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4. GRANT OF OPTIONS
4.1 Maximum period between determination of Share Price and Grant of Option
No Option shall be granted more than 29 days (or 41 days in the event that
applications are scaled down under Rule 3) after the first day by reference to
which the Share Price in relation to that Option was fixed.
4.2 Options may only be granted to Eligible Employees
No Option shall be granted to a person unless at the Date of Grant he is an
Eligible Employee.
4.3 Requirement to Issue Option Certificate
The Company shall issue an Option Certificate to each Eligible Employee to whom
such an Option has been granted which shall be in such form as the Directors
shall from time to time determine (subject to the approval of the Inland
Revenue). The Option Certificate shall include details of:
a the Date of Grant of the Option;
b the Share Price; and
c the number of Shares subject to the Option.
4.4 Options may not be transferred
Subject to the rights of an Option Holder's personal representatives to exercise
an Option as provided in Rule 5.4, every Option shall be personal to the
Eligible Employee to whom it is granted and shall not be capable of being
transferred, assigned or charged. Each Option Certificate shall carry a
statement to this effect.
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5. RIGHTS OF EXERCISE
5.1 Earliest Date of Exercise
a Save as provided in Rules 5.4, 5.5, 5.6, 5.7 and 6, an Option may be
exercised only during the period commencing with the Bonus Date under the
relevant Savings Contract; and
b save as provided in Rule 5.4, an Option may not be exercised after the
expiry of the period of six months after the relevant Bonus Date.
5.2 Requirement to remain in Employment
Save as provided in Rules 5.4, 5.5, 5.7, 5.8 and 6, an Option may only be
exercised by an Option Holder while he is a director or employee of a
Participating Company.
5.3 Option Holder with Material Interest
An Option may not be exercised by an Option Holder at any time when he is
prohibited from such exercise by virtue of the provisions of paragraph 8 of
Schedule 9 to the Act (material interest in a close company).
5.4 Death of Option Holder
An Option may be exercised by the personal representatives of a deceased Option
Holder
a during the period of one year following the date of the Option Xxxxxx's
death if such death occurs before the Bonus Date; or
b during the period of one year following the Bonus Date if the Option
Holder's death occurs on or within the period of six months after the Bonus
Date.
5.5 Right to Exercise Prematurely
An Option may be exercised by an Option Holder within the period of six months
following the date on which he ceases to hold any office or employment with a
Participating Company on account of:
a injury or disability; or
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b redundancy (within the meaning of the Employment Rights Act 1996); or
c retirement on reaching age 65
d the transfer of the undertaking or part-undertaking in which the Option
Holder is employed to a person other than a Participating Company or an
Associated Company of a Participating Company; or
e the Company by which the Option Holder is employed ceasing to be under the
Control of the Company.
5.6 Right to Exercise on Attaining Age 65
An Option may be exercised by an Option Holder within the period of six months
following the date on which he reaches age 65 if he continues to hold any office
or employment with a Participating Company after that date.
5.7 Right to Exercise More than Three Years after Date of Xxxxx
Provided more than three years have elapsed since the Date of Grant of an
Option, such Option may be exercised by an Option Holder within the period of
six months following the date on which he ceases to hold any office or
employment with a Participating Company on account of:
a early retirement by agreement with his employer; or
b pregnancy and, for the purposes of the Scheme, a woman who leaves
employment due to pregnancy or confinement will be regarded as having left
such employment on the earlier of the date she notifies the relevant
Participating Company of her intention not to return and the last day of
the 29-week period of confinement.
5.8 Employee Transferred to other member of the Group
An Option Holder who is employed on the Bonus Date by an Associated Company of a
Participating Company or by a company of which the Company has Control may
exercise his Option within the period of six months commencing with the Bonus
Date.
5.9 Transfer of Employment within Group
An Option Holder shall not be treated for the purposes of Rule 5 as ceasing to
hold an office or employment with a Participating Company until such time as he
is no longer a director or employee of any Participating Company or an
Associated Company of a
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Participating Company and an Option Holder (being a woman) who ceases to be such
a director or employee by reason of pregnancy or confinement and who exercises
her right to return to work under section 79 of the Employment Rights Act 1996
before exercising an Option shall be treated for those purposes as not having
ceased to hold such an office or employment.
5.10 Lapse of Options
An Option shall lapse on the occurrence of the earliest of the following:
a subject to Rule 5.10b below, the expiry of the period of six months after
the Bonus Date; or
b where the Option Holder has died, the expiry of the relevant period during
which the Option may be exercised in accordance with Rule 5.4; or
c subject to Rule 6.7, the expiry of any of the applicable periods specified
in Rules 5.4, 5.5, 5.7, 6.1, but where an Option Holder dies while time is
running under Rules 5.5 or 5.7, the Option shall not lapse until the expiry
of the period in Rule 5.4; or
d the date on which an Option Holder ceases to be a director or employee of
any Participating Company for any reason other than his death or those
specified in Rules 5.5 and 5.7; or
e the date on which a resolution is passed, or an order is made by the Court,
for the compulsory winding-up of the Company; or
f the date on which the Option Holder becomes bankrupt or does or attempts or
omits to do anything as a result of which he is deprived of the legal or
beneficial ownership of the Option.
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6. TAKEOVER, RECONSTRUCTION AND AMALGAMATION AND LIQUIDATION
6.1 Take-over pursuant to General Offer
If any person obtains Control of the Company as a result of making either a
general offer to acquire the whole of the Company's issued share capital (other
than any shares already owned by the Holding Company or any Subsidiary of the
Holding Company) and which is made on a condition that if it is satisfied the
offeror will have such Control, or a general offer to acquire all the Shares in
the Company which are of the same class as the Shares then an Option may be
exercised within the period of six months of the date on which Control is so
obtained and any condition subject to which the offer is made is satisfied.
6.2 Take-over pursuant to Scheme of Arrangement
If any person obtains Control of the Company in pursuance of legislation which
the Inland Revenue has agreed is equivalent to Section 425 of the Companies Act
1985 then an Option may be exercised during the period which starts on the date
such scheme of arrangement is sanctioned and ends six months later or, if
earlier, on the day immediately preceding the date upon which the scheme shall
become effective.
6.3 Scheme of Arrangement without Change of Control
If, without any person obtaining Control of the Company, a scheme of arrangement
takes effect under legislation which the Inland Revenue has agreed is equivalent
to Section 425 of the Companies Act 1985 then an Option may be exercised during
the period which starts on the date such scheme of arrangement is sanctioned and
ends six months later or, if earlier, on the day immediately preceding the date
upon which the scheme shall become effective.
6.4 Compulsory Acquisition of Shares
If any person becomes bound or entitled to acquire Shares in the Company under
legislation which the Inland Revenue has agreed is equivalent to Section 428 to
430 of the Companies Act 1985 then an Option may be exercised during any period
such person remains so bound or entitled
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6.5 Voluntary Winding Up of the Company
If a resolution is passed for the voluntary winding-up of the Company, an Option
may be exercised during the period of six months starting on the commencement of
such winding-up provided that any issue of shares pursuant to such exercise is
authorised by the liquidator or the Court (if appropriate) upon the application
of and at the sole cost and expense of the Option Holder.
6.6 Meaning of Obtaining Control
For the purpose of this Rule 6, a person shall be deemed to have obtained
Control of the Company if he and others acting in concert with him have together
obtained Control.
6.7 Rollover of Options
Notwithstanding anything to the contrary in these Rules, where any person
mentioned in Rule 6.1 is a company an Option Holder may, by agreement with the
Acquiring Company and within the appropriate period release his Option under the
Scheme ("the Old Option") in consideration of the grant to him of a new Option
("the New Option") which, within the meaning ascribed by paragraph 15(3) of
Schedule 9 to the Act, is equivalent to the Old Option but relates to shares in
a different company (whether the Acquiring Company or some other company falling
within sub-paragraph (b) or (c) of paragraph 10 of Schedule 9 to the Act). With
effect from the date of release references in Rules 5, 6, 7, 8, 9, 10, 11, and
12, (and, in relation to expressions used in those Rules, in Rule 1) to "the
Company" and "Shares" shall, in relation to the New Option, be construed as
references to the Acquiring Company and Shares in the Acquiring Company or that
other company as the case may be, but references to Participating Company shall
continue to be construed as if references to the Company were references to
Octel Corp..
6.8 Meaning of "appropriate period"
For the purpose of Rule 6.4, the "appropriate period" is:
a) where Rules 6.1 or 6.4 apply, the periods mentioned in those Rules
respectively; or
b) where Rule 6.2 applies, the period of six months beginning with the time
when the Court sanctions the scheme of arrangement.
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7. MANNER OF EXERCISE
7.1 Funds which can be used to exercise Option
An Option may only be exercised during the periods specified in Rules 5 and 6
and only with moneys not exceeding the amount of repayment (including any Bonus
or interest) made under the related Savings Contract. For this purpose,
repayment under the Savings Contract shall exclude the repayment of any Monthly
Contributions the due date for payment of which falls more than one month after
the date on which repayment is made.
7.2 Actions Required of the Option Holder
An Option may be exercised, in whole or in part, by the delivery to the
secretary of the Company, or his duly appointed agent, of an Option Certificate
covering not less than all the Shares over which the Option is then to be
exercised, with the notice of exercise in the prescribed form duly completed and
signed by the Option Holder, together with a remittance for the Acquisition
Price payable in respect of the Shares over which the Option is to be exercised.
7.3 Actions Required of the Company
The relevant Shares shall be allotted or transferred (as the case may be) within
28 days following such delivery and, accordingly in cases where Shares are to be
transferred, the Company shall use its best endeavours to ensure due transfer
thereof. At the request of the Option Holder, the Shares may be allotted or
transferred (as the case may be) to a nominee provided the Option Holder has
beneficial ownership of the Shares at the time of such allotment or transfer.
8. ISSUE OF SHARES
8.1 Ranking of Shares
All Shares issued pursuant to the exercise of Options under the Scheme shall as
to voting, dividend, transfer and other rights (including those arising on a
liquidation) rank pari passu in all respects with the Shares then in issue,
except that they shall not rank for any dividend or other rights declared by
reference to a record date preceding the date of such exercise.
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8.2 Admission to the New York Stock Exchange
If and so long as the Shares are listed on the New York Stock Exchange the
Company shall use its best endeavours to procure that as soon as practicable
after the allotment of any Shares pursuant to the Scheme application shall be
made to the New York Stock Exchange for permission to deal in those shares
unless such application has already been made.
9. ADJUSTMENTS
9.1 General Power of Adjustment
The number of Shares over which an Option is granted and the Share Price thereof
may, subject to the prior approval of the Inland Revenue, be adjusted in such
manner as the Directors shall determine following any capitalisation issue,
subdivision, consolidation or reduction of share capital and in respect of any
discount element in any rights issue or other variation of share capital to the
intent that (as nearly as may be possible without involving fractions of a Share
or a Share Price calculated to more than two places of decimals) the Acquisition
Price payable in respect of an Option shall remain unchanged PROVIDED that, save
as provided in Rules 9.2 and 9.3, no adjustment made pursuant to this Rule 9.1
shall have the effect of reducing the Share Price below the nominal value of a
Share.
9.2 Adjustment which reduces Share Price to less than nominal value
Where an Option subsists over both issued and unissued Shares or over issued
Shares only, an adjustment may be made under Rule 9.1 which would have the
effect of reducing the Share Price to less than the nominal value of the Share
provided that the Acquisition Price of such Option remains constant.
9.3 Requirement to Capitalise Reserves
Any adjustment made to the Share Price of unissued Shares which would have the
effect of reducing the Share Price to less than the nominal value of the Share
shall only be made if and to the extent that the Directors are authorised to
capitalise from the reserves of the Company a sum equal to the amount by which
the nominal value of the Shares in respect of which the Option is exercisable
exceeds the adjusted Share Price. The Directors may apply such sum in paying up
such amount on such Shares so that on the exercise of any Option in respect of
which such a reduction shall have been made, the Directors shall capitalise such
sum (if any) and apply the same in paying up such amount as aforesaid.
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9.4 Notification of Option Holders
The Directors may take such steps as they may consider necessary to notify
Option Holders of any adjustments made under Rule 9.1 and to call in, cancel,
endorse, issue or re-issue any Option Certificate consequent upon such
adjustment.
10. ADMINISTRATION
10.1 Delivery of Notices or Documents
Notices or documents required to be given to an Eligible Employee or to an
Option Holder shall either be delivered to him by hand or sent to him by first
class post at his last known home or business address according to the
information provided by him. Notices sent by first class post shall be deemed to
have been given on the day following the date of posting.
10.2 Copies of Shareholder Communications
The Company shall distribute to Option Holders copies of any notice or document
sent by the Company to its shareholders generally.
10.3 Maintenance of Unissued Share Capital
The Company shall at all times either keep available sufficient unissued Shares
to satisfy the exercise of all Options which have neither lapsed nor been
exercised (taking account of any other obligations of the Company to allot
unissued Shares) or shall ensure that sufficient issued Shares will be available
to satisfy the exercise of such Options.
10.4 Directors' Power to Administer Scheme
The Directors may make such regulations for the administration of the Scheme as
they deem fit, provided that no regulation shall be valid to the extent it is
inconsistent with the Rules.
10.5 Directors' Decisions are Final and Conclusive
The decision of the Directors in any dispute relating to an Option, or the due
exercise thereof, or any other matter in respect of the Scheme, shall be final
and conclusive.
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THE RULES OF THE OCTEL CORP. SAVINGS-RELATED SHARE OPTION SCHEME
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10.6 Costs of Administering Scheme
The costs of introducing and administering the Scheme shall be borne by the
Company.
11. ALTERATIONS
11.1 Power to alter Rules prior to Inland Revenue approval
The Directors may, prior to approval of the Scheme under the Act by the Inland
Revenue, alter the Rules of the Scheme as may be necessary in order to obtain
such approval.
11.2 Power to alter Rules following Inland Revenue approval
Subject to Rule 11.3, after the date on which the Scheme is approved by the
Inland Revenue under the Act, the Directors may in their discretion alter the
Rules provided that no such alteration shall be effective until it has been
approved by the Inland Revenue.
11.3 Alteration which affects subsisting rights of Option Holders
No alteration may be made which would abrogate or adversely affect the
subsisting rights of Option Holders.
11.4 Notification to Option Holders
Written notice of any amendment made in accordance with this Rule 11 shall be
given to all Option Holders.
12. GENERAL
12.1 Termination of the Scheme
The Scheme shall terminate on the tenth anniversary of the date on which it is
approved by the Board of the Inland Revenue or at any earlier time by the
passing of a resolution by the Directors. Termination of the Scheme shall be
without prejudice to the subsisting rights of Option Holders.
12.2 No Compensation for loss of Option Rights
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THE RULES OF THE OCTEL CORP. SAVINGS-RELATED SHARE OPTION SCHEME
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If an Option Holder shall cease for any reason to be in the employment of a
Participating Company or an Associated Company of a Participating Company, he
shall not be entitled, by way of compensation for loss of office or otherwise
howsoever, to any sum or any benefit to compensate him for the loss of any right
or benefit accrued or in prospect under the Scheme.
12.3 Governing Law
This Scheme and all Options shall be governed by and construed in accordance
with English law.
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