LTI Plans. Prior to the Effective Date, GSK implemented a recoupment process for Covered Executives’ unvested LTI share grants as discussed in Paragraph A (Existing Commitments) above. With respect to current GSK Covered Executives, GSK shall maintain these Existing Commitments and follow the Recoupment process and procedures established by the Recoupment Committee for the duration of the CIA. GSK shall also implement an eligibility and repayment condition on share grants made under LTI Plans designed to survive the separation of a Covered Executive’s employment. To the extent necessary, GSK shall implement an eligibility and repayment condition on grants made under the LTI Plans in order to clarify that, as a consequence of a Triggering Event, GSK may pursue repayment by a Covered Executive who is a former employee of all or any portion of the last 3 years’ worth of share option and restricted share grants that became vested and were paid during the Covered Executive’s last years of employment and following termination of employment. To the extent permitted by controlling law, these eligibility and repayment conditions shall survive vesting and payment for a period of 3 years from the Covered Executive’s employment termination date. In addition, GSK shall amend the vesting schedule in the LTI Plans so that Covered Executives who are “good leavers” (e.g., terminating employment due to retirement, death or disability) will no longer vest in, nor receive a distribution of, any unvested share options or restricted shares immediately following termination of employment; rather, these LTI Plan grants will only vest and be distributable after the first anniversary of the Covered Executive’s termination of employment. Consistent with a Recoupment Determination, GSK shall endeavor to collect repayment of these LTI Plan awards from the Covered Executive through reasonable and appropriate means and to the extent permitted by controlling law of the jurisdiction in which the Covered Executive works. If necessary to collect the repayment, GSK shall file suit against the Covered Executive unless good cause exists not to do so.
