In this Plan, the words and expressions set out below shall have the meaning specified unless
otherwise specifically provided and references to “Acts” refer to Acts of the Oireachtas and
any references to a provision of an Act of the Oireachtas shall include any amendment,
modification, re-enactment or extension of its for the time being in force.
“Accounting Period” means any period in respect of which the Bank prepares an annual report
and financial statements;
“Announcement Date” means the date on which the Bank makes an announcement of its final
results for the preceding Accounting Period;
“Award” means an award of Units of Stock granted pursuant to sub-rule (1) of Rule 3;
“the Bank” means The Governor and Company of the Bank of Ireland;
“Basic Remuneration” means the basic salary or wages paid by a Group Company to an employee
in the relevant Plan Year excluding bonus, commissions or other fluctuating emoluments;
“Code of Conduct for Group Employees” means guidelines that specify the periods during which
senior management of a Group Company may deal in Bank Stock;
“Control” means control within the definition given by Section 432 of the Taxes Consolidation
“the Court” means the Court of Directors of the Bank or a duly authorised committee thereof;
“the Grant Date” means the date on which an Award was granted;
“Group Company” means the Bank or any other company of which the Bank has Control;
“the Group Remuneration Committee” means the group remuneration committee of the Court save
that upon the occurrence of any of the corporate events described in Rule 6, then the term
means the Group Remuneration Committee of the Court as constituted immediately before such
“Initial Market Value” means for any Plan Year the value of a Unit of Stock as determined
under the SSI for purposes of the Scheme Year (as defined in the SSI) that corresponds to
such Plan Year;
“Internal Reorganisation” means an event contemplated by sub-rule (1) of Rule 6 the result of
which is that the Bank will be under the Control of another company or the business of the
Bank is carried on by another company and the persons who owned the shares in the Bank
immediately before the change of Control will immediately afterwards
own more than 75% of the shares in that other company;
“Participant” means a person who holds an Award granted under the Plan;
“the Plan” means the Bank of Ireland Restricted Stock Plan — 2006 as herein set out but
subject to any alterations or additions made under Rule 8;
“Plan Year” means each year during the operation of the Plan being the twelve months to the
end of the relevant Accounting Period;
“the SSI” means the Bank of Ireland Staff Stock Issue — 2006 Scheme;
“Trust” means the Trust established by the Bank for the purpose of satisfying Awards granted
under the Plan, “Trustee” means the trustee of the Trust and “Trust Agreement” means the
agreement between the Bank and the Trustee establishing the Trust.
“Unit of Stock” means a unit of Ordinary Stock in the capital of the Bank and “Units of
Stock” and “Stock” and “Ordinary Stock” shall be construed accordingly.
Any reference in the Plan to any enactment includes a reference to that enactment as from
time to time modified, extended or re-enacted.
Where the context so permits, the singular shall include the plural and vice versa.
Headings and words in italics are for guidance only and do not form part of the Plan.
A person is eligible to be granted an Award for a Plan Year if (and only if) he or she:
Is employed on both the immediately preceding Announcement Date and the Grant
Date as an executive director, an officer or an employee of a Group Company who is
required to devote the whole or substantially the whole of his or her working time to
his or her office or employment with a Group Company, and
Has been in the continuous employment of a Group Company for a period of not less
than twelve months ending on the last day of the relevant Plan Year.
GRANT OF AWARDS
Subject to sub-rule (3) of this Rule 3 and Rule 4, the Group Remuneration Committee may at
its absolute discretion grant to any person who is eligible in accordance with Rule 2 an Award
for a Plan Year consisting of a number of Units of Stock having a “Value” (being the product
of the number of Units of Stock and the Initial Market Value) equal to the same percentage of
such person’s Basic Remuneration for such Plan Year that applies for purposes of the award of
free Units of Stock under the SSI to participants in the SSI for the Scheme Year (as defined
in the SSI) corresponding to such Plan Year; provided, however, that such percentage of Basic
Remuneration shall in no event exceed 7.5%. Such Award shall be subject to the terms set out
in the Plan and to any other objective conditions as the Group Remuneration Committee may
specify on the Grant Date.
The Group Remuneration Committee may adopt such procedures as it thinks fit for granting
Awards, whether by issuing invitations or without issuing invitations.
An Award may only be granted:
within the period of 6 weeks beginning with:
the date on which the Plan is adopted by the Bank at the Annual
General Court; or
the dealing day next following any Announcement Date; or
the removal of any restriction imposed under statute, order or
regulation (including any regulation, order or requirement imposed by any
regulatory authority) which had previously prevented the grant of an Award
under sub-paragraph (ii) above; or
at any other time when the circumstances are considered by the Group Remuneration
Committee to be sufficiently exceptional to justify its grant; and
within the period of 10 years beginning with the date on which the Plan is
adopted by the Bank.
An Award (and Units of Stock covered by an Award) shall not, except on the death of a
Participant, be capable of being sold, assigned, charged, pledged or otherwise transferred by
him or her and any purported sale, assignment, charge, pledge or other transfer shall cause
the Award to lapse forthwith; and an Award shall lapse forthwith if the Participant is
There shall be no monetary consideration for the grant of an Award.
The Bank shall issue to each Participant an Award Certificate which shall be in such form as
the Group Remuneration Committee shall from time to time determine. The Award Certificate
shall include details of:
the Grant Date in relation to the Award; and
the number of Units of Stock subject to the Award.
As soon as is practicable following the Grant Date, the Bank shall contribute to the Trust an
amount sufficient to acquire the aggregate number of Units of Stock awarded to Eligible
Employees on the Grant Date. The Trustees may purchase on the open market and/or subscribe
for the appropriate number of Units of Stock in accordance with the provisions of the Trust
Agreement. The Trustee shall establish a separate account in the name of each Participant to
hold the Units of Stock covered by an Award to such Participant, and a separate account to
which any forfeitures occurring under the Plan shall be credited pending reallocation to
Participants. The accounts shall also hold any cash dividend or other distribution paid on
Units of Stock held therein until such distributions are payable pursuant to the Plan and the
Trust Agreement. Units of Stock covered by an Award shall be released to the Participant by
the Trust in accordance with the provisions of Rules 5 and 6 hereof and the Trust Agreement.
In accordance with the applicable provisions of the Trust Agreement, a Participant will be
receive the amount of any cash dividend or other distribution paid on Units of
Stock awarded to the Participant and not yet released to the Participant; and
provide directions to the Trustee regarding the exercise of any voting rights
attaching to Units of Stock awarded to the Participant.
The Bank shall determine in its absolute discretion the amount of funds to be made available
to the Plan in respect of any Plan Year provided that in any calendar year not more than 5% of
the consolidated profits (before tax and extraordinary items) for the last Accounting Period
immediately preceding the relevant Grant Date shall be made available for the purchase on the
open market and/or subscription for Stock under this Plan and any similar profit sharing plan
established by the Bank and any of its subsidiaries. For this purpose profits shall be taken
into account on the basis of profits which are attributable to Group Companies whose employees
participate in the Plan or in any similar profit sharing plan established by the Bank and its
subsidiaries which will be operated in the relevant year.
No Awards shall be granted which would, at the time they are granted, cause the number of
Units of Stock in the Bank which shall have been or may be issued in the period of ten years
ending with the date the Awards are granted, under the Plan or under any other employees’
stock scheme adopted by the Bank, to exceed such number as represents 10% of the Units of
Stock of the Bank in issue at that time.
Not more than 1% of the Units of Stock of the Bank in issue at the commencement of any
calendar year may be subscribed for or purchased in that year under this Plan or any other
profit sharing scheme established by the Bank or any of its subsidiaries.
In determining the above limits:
No account shall be taken of Stock which is not new issue Stock;
No account shall be taken of any Units of Stock where the right to acquire them
under any share option scheme operated by the Bank or any of its subsidiaries has
lapsed, been renounced or otherwise become incapable of being exercised;
Any Stock issued on the exercise or vesting of rights shall be taken into
account once only (when the rights are granted) and shall not fall out of account when
the rights are exercised.
Subject to sub-rule 4(3) above, and to the extent permitted by the recognised institutional
investor guidelines, any Stock issued or issuable under a broadly based employee stock plan
including the Bank’s Employee Stock Issue Scheme — 1997, Staff Stock Issue — 2006 Scheme,
the SIP, the Bank’s Sharesave Scheme and this Plan shall be disregarded for the purposes of
calculating the amount of Stock which may be allocated for the subscription or purchase under
RELEASE OF SHARES TO PARTICIPANTS; TERMINATION OF AWARDS
Subject to sub-rules (2), (3), (5) and (6) of this Rule 5 and Rule 6, the Units of Stock
covered by an Award shall be released to a Participant or his or her nominee on or as soon as
reasonably practicable after the third anniversary of the Grant Date.
Subject to sub-rule (3) of this Rule 5, if any Participant ceases to be an executive
director, an officer or an employee of a Group Company for any reason, including (without
limitation) resignation, early retirement or dismissal, any Award held by him or her shall
lapse upon the date of such cessation.
If any Participant ceases to be an executive director, an officer or an employee of a Group
Company by reason of:
permanent or long-term disability (each proved to the satisfaction of the Group
Remuneration Committee); or
retirement on or after reaching contractual retirement age;
then the Units of Stock covered by an Award shall be released to him or her, his or her
nominee or his or her personal representatives as soon as reasonably practicable after he or
she dies or ceases to be an executive director, officer or employee of a Group Company.
A Participant shall not be treated for the purposes of sub-rules (2) and (3) of this Rule 5
as ceasing to be an executive director, an officer or an employee of a Group Company until
such date as he or she is no longer an executive director, an officer or an employee of any
No Units of Stock shall be released to a Participant unless:
the Group Remuneration Committee considers that the release of the Units of Stock
would be lawful in the relevant jurisdiction; and
if the Court so requires, the Participant has entered into such agreement with
the relevant Group Member either to remit to the Group Member or to the Trustee an
amount sufficient in the opinion of the Group Member to satisfy any federal or other
governmental tax withholding obligation on the part of such Group Member relating to
an Award (including, without limitation, FICA tax) or entered into arrangements
acceptable to that Group Member to secure that such a payment is made by authorising
the sale of some or all of the Units of Stock on his or her behalf and the payment
to the relevant person of the relevant amount out of the proceeds of sale or
The release of any Units of Stock under the Plan pursuant to an Award shall be subject to the
provisions of the Code of Conduct for Group Employees, or any replacement guidelines, in
relation to transactions in securities by directors and relevant employees or any other
regulation or enactment. Where the release of Units of Stock pursuant to an Award is
prohibited at any time, such release shall instead take place as soon as reasonably
practicable after it is no longer prohibited.
All Units of Stock allotted under the Plan shall rank pari passu in all respects with the
Units of Stock of the same class for the time being in issue save as regards any rights
attaching to such Units of Stock by reference to a record date prior to the date of the
If Units of Stock of the same class as those allotted under the Plan are listed in The Irish
Stock Exchange Official List or The London Stock Exchange Official List (or any successor to
these exchanges), the Bank shall apply to the Irish Stock Exchange or the London Stock
Exchange (or any successor to these exchanges) for any Units of Stock so allotted to be
admitted to the appropriate list.
TAKE-OVER AND WINDING — UP
Subject to sub-rule (3) of this Rule 6, if:
any person obtains Control of the Bank as a result of making a general offer to
acquire Units of Stock, or having obtained Control makes such an offer; or
an order is made for the compulsory winding up of the Bank;
then the Units of Stock subject to each outstanding Award shall be released to the
Participant or his or her nominee (and the Group Remuneration Committee shall so instruct the
Trustee) as soon as reasonably practicable after the first to occur of these events.
For the purposes of sub-rule (1) of this Rule 6, a person shall be deemed to have obtained
Control of the Bank if he or she and others acting in concert with him or her have together
obtained Control of it.
Upon the occurrence of an Internal Reorganisation, an Award shall not vest (unless the Group
Remuneration Committee, in its discretion, determines otherwise) but shall instead be replaced
by a new award over shares in the company which Controls the Bank or which carries on the
business of the Bank (as the case may be) that have an equivalent market value as the Stock to
which the Award relates immediately prior to the Internal Reorganisation (such market values
to be determined by the Group Remuneration Committee) and the Rules shall continue to apply to
the new award mutatis mutandis to take account of this alteration as the Group Remuneration
Committee shall reasonably determine.
VARIATION OF CAPITAL
In the event of any variation in the capital structure of the Bank, including a
capitalisation issue, a rights issue, a sub-division or consolidation of Stock, or a reduction
in capital, a demerger, a payment of a capital dividend, or other similar event, the Group
Remuneration Committee may make such adjustments to the number of Units of Stock in respect of
which any Award is subject as it considers appropriate.
As soon as reasonably practicable after making any adjustment under sub-rule (1) of this Rule
7, the Group Remuneration Committee shall give notice in writing to any Participant affected
Subject to sub-rules (2), (4) and (5) of this Rule 8, the Group Remuneration Committee may at
any time alter the Plan or the terms of any Award granted under it.
Subject to sub-rule (3) of this Rule 8, no alteration to the advantage of the persons to whom
Awards have been or may be granted may be made under sub-rule (1) of this Rule 8, to Rule 2
(the eligibility of Participants), sub-rule (1) of Rule 3 (terms and conditions of Award),
sub-rule (4) of Rule 3 (the Transfer Restrictions), Rule 4 (limits on the number of Units of
Stock which may be issued under the Plan), Rules 5 and 6 (the release of Units of Stock,
termination of Awards and effect of a change in Control), Rule 7 (adjustment of Awards on a
variation of capital), or this Rule, without the prior approval by resolution of the members
of the Bank in general meeting.
Sub-rule (2) of this Rule 8 shall not apply to any alteration to benefit the administration
of the Plan, to take account of a change in legislation or to obtain or maintain favourable
tax, exchange control or regulatory treatment for Participants or any Group Company.
No alteration to the disadvantage of any Participant in respect of any Award granted to him
or her shall be made under sub-rule (1) of this Rule 8 unless:
the Group Remuneration Committee shall have invited every relevant Participant to
give an indication as to whether or not he or she approved the alteration, and
the alteration is approved by a majority of those Participants who have given
such an indication.
As soon as reasonably practicable after making any alteration under this Rule 8, the Group
Remuneration Committee shall give notice in writing to any Participant affected by it.
The rights and obligations of any individual under the terms of his or her office or
employment with any Group Company shall not be affected by his or her participation in the
Plan or any right which he or she may have to participate in it.
If a Participant shall cease for any reason to be in the office or employment of a Group
Company, he or she shall not be entitled, by way of compensation for loss of office or
otherwise howsoever, to any sum or any benefit to compensate him or her for the loss of any
right or benefit accrued or in prospect under the Plan.
In the event of any dispute or disagreement as to the interpretation of the Plan, or as to
any question or right arising from or related to this Plan, the decision of the Group
Remuneration Committee ratified by the Court shall be final and binding upon all persons.
Any notice or other communication under or in connection with this Plan may be given by
personal delivery or by post, in the case of a company to its registered office, and in the
case of an individual to his or her last known address, or, where he or she is a director,
officer or an employee of a Group Company, either to his or her last known address, or to the
address of the place of business at which he or she performs the whole or substantially the
whole of the duties of his or her office of employment or in an electronic communication to an
address for the time being notified for that purpose to the person giving the notice.
Any and all grants of Awards and releases of Units of Stock under the Plan shall constitute a
special incentive payment to the Participant and shall not be taken into account in computing
the amount of salary or other compensation of the Participant for the purpose of determining
any benefits under any pension, profit-sharing, bonus, life insurance or other benefit plan
of any Group Company or under any agreement with the Participant, unless such plan or
agreement specifically provides otherwise.
All cost, charges and expenses (including any capital or stamp duties) incurred in
introducing and administering the Plan shall be borne by the Group Companies as determined by
the Group Remuneration Committee.
Any stamp duty chargeable in respect of the release of Units of Stock to a Participant
pursuant to an Award shall be borne by the relevant Group Company in respect of Participants
employed by it.
GOVERNING LAW AND JURISDICTION
This Plan and all Awards granted under it shall be governed and construed in accordance with
Irish law and the Courts of Ireland shall have exclusive jurisdiction to hear any dispute.
TERMINATION OF THE PLAN
The Plan shall terminate on the tenth anniversary of the date on which it is approved by the
stockholders of the Bank in general court or at any earlier time by the passing of a
resolution by the Court. Termination of the Plan shall be without prejudice to the
subsisting rights of Participants.