EXHIBIT 4.5.2
DATED 15 MAY 2002
(1) XXXXXXXX-XXXXX HOLDING LIMITED
(2) MOURANT ECS TRUSTEES LTD
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TRUST DEED AND RULES
OF
XXXXXXXX-XXXXX SHAREPLUS UK
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ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY
ON 9 MAY 2002
AND APPROVED BY THE INLAND REVENUE
UNDER THE FINANCE XXX 0000
ON 16 MAY 2002 UNDER REFERENCE A1513
TRUST DEED AND RULES OF XXXXXXXX-XXXXX SHAREPLUS UK
1 DEFINITIONS.......................................................................5
2 TRUSTS OF THE PLAN................................................................5
3 DIVIDENDS AND OTHER DISTRIBUTIONS.................................................9
4 GROUP COMPANIES...................................................................9
5 ACQUISITION OF SHARES............................................................10
6 ISSUE OF SHARES..................................................................11
7 RETENTION OF SHARES..............................................................11
8 VOTING RIGHTS....................................................................12
9 NOTICES AND CIRCULARS............................................................13
10 RIGHTS ISSUES....................................................................13
11 CAPITALISATION ISSUES............................................................14
12 RECONSTRUCTIONS AND TAKE-OVERS...................................................15
13 ENTITLEMENTS.....................................................................15
14 INFORMATION AND ACCOUNTING FOR INCOME TAX........................................16
15 TRUSTEES' POWERS OF DELEGATION...................................................16
16 ADMINISTRATION...................................................................17
17 PROVISIONS RELATING TO THE TRUSTEES..............................................18
18 APPOINTMENT REMOVAL AND RETIREMENT OF TRUSTEES...................................20
19 RESIDENCE AND NUMBER OF TRUSTEES.................................................20
20 ALTERATIONS......................................................................21
21 TERMINATION......................................................................21
22 GENERAL..........................................................................21
SCHEDULE ONE
1 DEFINITIONS......................................................................23
PART ONE - FREE SHARES
2 APPROPRIATION OF FREE SHARES.....................................................36
3 TRANSFER OF FREE SHARES..........................................................40
4 CESSATION OF EMPLOYMENT AND WITHDRAWAL OF FREE SHARES FROM THE PLAN..............40
PART TWO - PARTNERSHIP SHARES
5 INVITATIONS TO ACQUIRE PARTNERSHIP SHARES........................................43
6 ACQUISITION OF PARTNERSHIP SHARES................................................46
7 TRANSFER OF PARTNERSHIP SHARES...................................................48
8 CESSATION OF EMPLOYMENT..........................................................49
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PART THREE - MATCHING SHARES
9 APPROPRIATION OF MATCHING SHARES.................................................51
10 TRANSFER OF MATCHING SHARES......................................................52
11 CESSATION OF EMPLOYMENT AND WITHDRAWAL OF MATCHING SHARES FROM THE PLAN..........53
PART FOUR - DIVIDEND SHARES
12 REINVESTMENT OF DIVIDENDS........................................................56
13 TRANSFER OF DIVIDEND SHARES......................................................57
14 CESSATION OF EMPLOYMENT..........................................................58
PART FIVE - GENERAL
15 ACQUISITION OF SHARES FOR APPROPRIATION.........................................60
16 ISSUE OF SHARES AND DIVIDENDS...................................................61
17 DISPOSALS AND PAYMENT...........................................................62
18 STAMP DUTY......................................................................63
19 DISPUTES........................................................................63
20 RIGHTS ON TERMINATION OF EMPLOYMENT.............................................63
21 DUTY TO ACCOUNT FOR PAYE ETC....................................................63
22 ALTERATIONS.....................................................................65
23 GENERAL.........................................................................66
24 GOVERNING LAW...................................................................67
SCHEDULE TWO ..........................................................................68
SCHEDULE THREE ........................................................................72
SCHEDULE FOUR .........................................................................76
SCHEDULE FIVE .........................................................................82
SCHEDULE SIX ..........................................................................83
SCHEDULE SEVEN ........................................................................86
SCHEDULE EIGHT ........................................................................87
SCHEDULE NINE .........................................................................89
SCHEDULE TEN ..........................................................................90
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THIS DEED is made the 15th day of May 2002
BETWEEN:
(1) XXXXXXXX-XXXXX HOLDING LIMITED whose registered office is at 0 Xxxxx
Xxxx, Xxxxx Xxxx, Xxxx Xxxxxxx, Xxxx XX00 0XX (hereinafter called "the
Company")
(2) MOURANT ECS TRUSTEES LTD whose registered office is at 0xx Xxxxx 00 Xxx
Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX ("the Trustees")
RECITALS:
(A) The Company was incorporated on 20 November 1985 with limited liability
under the Companies Xxx 0000 under registration number 1961889
(B) The Company wishes to establish a share incentive plan to be approved
in accordance with the provisions of the Schedule and constituting an
employees' share scheme as defined in Section 743 of the Companies Xxx
0000 (hereinafter called "the Plan") for the purposes of providing
funds to the Trustees to enable Shares in the capital of the Parent to
be acquired by the Trustees and to be appropriated to employees of the
Participating Companies (as hereinafter defined) and to enable the
Trustees to acquire further Shares in the capital of the Parent on
behalf of Participants using Partnership Share Money (as defined in
Schedule One) and dividends in accordance with the rules of the Plan
(C) The Board of Directors of the Company resolved to adopt the Plan on
9 May 2002
(D) The Trustees have agreed to be the first Trustees of the Plan
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THIS DEED PROVIDES as follows:
1 DEFINITIONS
1.1 Unless the context otherwise requires words and expressions
defined in Schedule One shall have the same meaning in the
other parts of this Deed and references to "Clauses" shall
mean clauses of this Deed and references to "Rules" in this
Deed and in Schedule One shall mean the rules set out in
Schedule One
1.2 References to the Plan shall mean the Plan constituted by this
Deed and Schedule One
1.3 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
shall include the feminine (and vice versa)
2 TRUSTS OF THE PLAN
2.1 The Company hereby covenants with the Trustees to pay and to
procure that each Participating Company pays to the Trustees
in accordance with and subject to the provisions of the Plan
the amounts due from it or them for the purposes of the
subscription for or purchase of Shares by the Trustees to be
appropriated under the Plan as Free Shares and/or Matching
Shares to prospective Participants employed by it or them (as
appropriate) together with any other amounts required to cover
any costs charges and expenses incurred in such subscription
or purchase and any other expenses and charges incurred by the
Trustees in the establishment operation and determination of
the Plan
2.2 The Company hereby covenants with the Trustees to pay and
procure that each Participating Company pays to the Trustees
as soon as practicable in accordance
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with and subject to the provisions of the Plan the amounts due
from Participants under deduction from salary for the purposes
of the subscription for or purchase of Shares by the Trustees
to be acquired under the Plan as Partnership Shares for
Participants employed by it or them (as appropriate)
2.3 The Trustees shall keep any Partnership Share Money in an
account with:
a) an institution authorised under the Banking Xxx 0000;
b) a building society; or
c) a relevant European institution.
The Trustees shall be under no obligation to place monies in
an interest bearing account, but if Partnership Share Money is
held in an interest bearing account the Trustees must account
to the Participants for it.
2.4 The Company hereby covenants with the Trustees to pay and
procure that each Participating Company pays to the Trustees
in accordance with and subject to the provisions of the Plan
any cash dividends in respect of Plan Shares held on behalf of
Participants for the purposes of the subscription for or
purchase of further Shares by the Trustees as Dividend Shares
for Participants in accordance with Rule 12.1
2.5 Subject as hereinafter provided the Trustees hereby covenant
with the Company, each Participating Company and each
Participant to apply the monies received pursuant to Clauses
2.1, 2.2 and 2.4 in the subscription for or purchase of Shares
and to hold the same once appropriated and all other trust
property deriving therefrom UPON TRUST for the Participants
respectively entitled thereto subject to the Rules of the Plan
and shall appropriate the Shares so acquired to the
Participants in accordance with the Rules of the Plan
2.6 The Trustees shall be entitled to rely on information supplied
by the Company and each Participating Company in respect of
the eligibility of any person to become or remain a
Participant in the Plan
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2.7 The Trustees shall, as soon as practicable after the first
award of Shares and thereafter on at least one occasion in a
calendar year notify each Participant of the following:
2.7.1 where Shares are purchased or subscribed for in
accordance with Clauses 2.1 and 2.4:
- the number and description of Shares
appropriated;
- the Market Value of those Shares on the
Appropriation Day;
- the Holding Period in respect of those
Shares; and
- in relation to Clause 2.4, the amount
carried forward under the provisions of
paragraph 58 of the Schedule; and
2.7.2 where Shares are purchased or subscribed for in
accordance with Clause 2.2:
- the number and description of Shares so
acquired;
- the amount of the contributions made by the
Participant in acquiring the Shares and the
basis on which the number of Shares was
determined;
- the Market Value of the Shares on the
Acquisition Date
except that where the Directors have decided that an
Accumulation Period shall apply, such notice need be
given on only one occasion in a Year of Assessment
following the appropriation of Shares
2.8 If prior to the appropriation of any Shares under the Plan the
Trustees become entitled in respect of those Shares to any
rights to be allotted or to subscribe for further securities
(other than an issue of bonus shares of the same class as
Shares then held by the Trustees pending any such
appropriation which bonus shares shall be retained by the
Trustees and shall form part of the Shares to be appropriated
among the Participants on the relevant Appropriation Day) the
Trustees may exercise those rights or sell those rights for
the best consideration in money reasonably obtainable at the
time
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2.9 The Trustees shall hold:
2.9.1 the net proceeds of any sale made pursuant to Clause
2.12;
2.9.2 any income therefrom; and
2.9.3 any Capital Receipt of less than Pound Sterling3
otherwise distributable to a particular Participant;
UPON TRUST to apply the same in or towards any reasonable
expenses of administering and determining the Plan (including
any provision for taxation for which the Trustees are liable)
and the Trustees shall notify the Company on request of the
amounts so held by them and the Trustees shall not be under
any duty to invest any monies of which they stand possessed
under this Clause
2.10 The Trustees may, with the agreement of the Participant, carry
forward any surplus Partnership Share Money remaining after
the acquisition of Shares pursuant to Clause 2.2 for the
Participant but in any other case must pay the surplus
Partnership Share Money to the Participant. However, where a
Participant withdraws from a
Partnership Share Agreement, any
Partnership Share Money held on his behalf shall be paid over
to him in accordance with Rule 7
2.11 Every Free Share Agreement and
Partnership Share Agreement
shall provide that if the Participant;
a) ceases to hold Relevant Employment
(otherwise than in any of the circumstances
mentioned in Rules 4.1, or 11.1);
b) withdraws the Free or Matching Shares from
the Plan; or
c) in the case of Matching Shares, withdraws
the corresponding Partnership Shares from
the Plan;
at any time within a period not exceeding one year
beginning with an Appropriation Date, he shall
thereupon forfeit his beneficial interest in:
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a) such Free or Matching Shares, as the case
may be, appropriated to him on that
Appropriation Date; and
b) all other shares or other securities except
Dividend Shares acquired by such Participant
for no consideration by virtue or in
consequence of his holding of such Free and
Matching Shares.
2.12 Upon the termination of the Plan for whatever reason the
Trustees shall sell all unappropriated Shares and thereupon
account (so far as practicable) to the Company and to any
Participating Companies for any monies held by them so far as
practicable in the same proportions as they were provided or
as may otherwise be appropriate and shall pay any cash
balances held under Clause 2.10 to which a Participant may be
entitled to him as soon as practicable and in any event within
60 days of termination of the Plan (subject to Clause 14).
3 DIVIDENDS AND OTHER DISTRIBUTIONS
As soon as practicable following their receipt of any dividends or
other distributions in respect of Plan Shares the Trustees shall deal
with them in accordance with the Rules of the Plan.
4 GROUP COMPANIES
4.1 The Plan may with the consent of the Directors and after
notification to the Inland Revenue be extended to any
Subsidiary not a party to this Deed by the adherence of such
Subsidiary to the provisions of the Plan by a deed
supplemental hereto in the form of Schedule Eight amended as
may be thought necessary by the Company and the Trustees and
thereupon the provisions of the Plan and of this Deed shall
apply to such Subsidiary as though it were a party to this
Deed.
4.2 The Plan shall cease to apply to any Participating Company
other than the Company at any time when:
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4.2.1 such company ceases to be a Subsidiary; or
4.2.2 a notice is served by the Company upon the Trustees
that the Plan shall cease to apply to such company
provided that the conditions specified in paragraphs
60-67 of the Schedule continue to be satisfied.
4.3 If and so long as the Plan applies to any Subsidiary such
Subsidiary shall provide the Trustees with all information
required from it for the purposes of the administration and
determination of the Plan and shall do so in such form as the
Trustees shall reasonably require and the Trustees shall in
good faith rely on such information without further enquiry.
4.4 If and so long as the Plan applies to any Subsidiary the
powers and discretions exercisable by such Subsidiary in
relation to the Plan shall be exercisable by resolution of its
board of directors or a duly appointed committee of such board
and a minute of any resolution of such board signed by the
secretary or a director of such Subsidiary shall be sufficient
authority for the Trustees to act.
5 ACQUISITION OF SHARES
5.1 Shares to be used pursuant to the Plan may be acquired by the
Trustees by way of:
5.1.1 subscription; or
5.1.2 purchase (including from Participants and any other
trust); or
5.1.3 a rights or capitalisation issue in respect of Shares
which have been acquired by the Trustees and have not
been appropriated under the Plan; or
5.1.4 forfeiture under the provisions of Clause 2.11;
and any Shares acquired in accordance with Clauses 5.1.1 and
5.1.2 above may also be acquired for an amount which is below
the market value as defined in Part VIII of the Taxation of
Chargeable Gains Xxx 0000.
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5.2 The Trustees shall have the power to borrow funds to acquire
Shares for the purposes of the Plan so long as the Shares are
readily convertible assets within the meaning of Section 203F
of the Act.
5.3 Any sums paid by a Participating Company to the Trustees
pursuant to Clause 2.1 shall if not applied for the purposes
of the Plan within nine months from the date of such payment
be used to cover the Trustees' incidental costs and expenses
or be repaid promptly to that company.
6 ISSUE OF SHARES
6.1 All Shares subscribed for by the Trustees pursuant to the Plan
shall as to voting, dividend, transfer and other rights
(including those arising on a liquidation) rank pari passu
with the Shares then in issue except that they will not rank
for any dividend or other rights declared by reference to a
record date preceding the date of such subscription.
6.2 If and so long as the Shares which are to be issued are of the
same class as shares which 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
to the Trustees pursuant to the Plan application shall be made
to the New York Stock Exchange for admission of the shares to
the Exchange.
7 RETENTION OF SHARES
7.1 The Trustees shall not dispose of any Plan Shares held on
behalf of a Participant during the applicable Holding Period
except:
7.1.1 in accordance with a direction of such Participant
(or his personal representatives) in the event of a
Reconstruction or Take-over affecting such Shares;
7.1.2 to raise funds to subscribe for rights issues
(subject to Clause 10);
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7.1.3 to dispose of Shares to meet PAYE obligations under
paragraph 73 of the Schedule.
7.2 After the applicable Holding Period nothing shall prevent a
Participant from instructing the Trustees to sell his
beneficial interest in his Plan Shares, including a sale to
the Trustees for the same consideration as would be required
to be obtained on a sale of such Shares to a third party.
7.3 Subject to Rule 21, when a Participant ceases to be in
Relevant Employment the Trustees must within 90 days remove
any Shares of his from the Trust by:
7.3.1 transferring the Plan Shares to the Participant or to
another person at his direction; or
7.3.2 disposing of the Plan Shares and accounting (or
holding themselves ready to account) for the proceeds
to the Participant or to another person at his
direction.
Where the Participant has died the references in Clauses 7.3.1
and 7.3.2 to the Participant shall be read as references to
his personal representatives.
8 VOTING RIGHTS
8.1 In respect of any Plan Shares the Trustees shall upon any
matter in relation to which at a general meeting of the
Relevant 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
Trustees shall not be entitled in respect of any Plan Shares
to vote on a show of hands unless all directions received from
the Participants concerned 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 Trustees shall vote only in accordance with the
directions of Participants who have given such directions. The
Trustees shall not exercise any voting rights in respect of
any unappropriated Shares acquired by them pursuant to the
Plan.
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8.2 The Trustees shall not be bound to act upon any instructions
given by a Participant in respect of Plan Shares unless such
instructions are received by the Trustees in writing signed by
the Participant.
9 NOTICES AND CIRCULARS
9.1 Notices or documents which the Trustees are required or may
desire to give to any Eligible Employee or Participant shall
be delivered to him by hand or electronically or sent to him
by first-class post pre-paid at his last known home or
business address according to information provided by him to
the relevant Participating Company. Notices sent by first
class post shall be deemed to have been given on the day
following the date of posting.
9.2 The Parent shall send or make available to Participants copies
of all circulars and documents sent by it to the holders of
its Shares and if and for so long as the Parent is not the
Relevant Company shall use all reasonable endeavours to
procure that all circulars and documents sent by the Relevant
Company to its ordinary shareholders shall be sent or made
available to Participants.
10 RIGHTS ISSUES
10.1 Whenever any rights to acquire shares or other securities or
other rights of any nature are granted by the Relevant Company
in respect of Plan Shares each Participant shall be notified
by the Trustees of the rights (determined in accordance with
Clause 13) attaching to his Plan Shares and he may instruct
the Trustees
10.1.1 (subject to the provision by him of funds) to take up
the rights; or
10.1.2 to sell the rights (in whole or in part); or
10.1.3 to allow the rights to lapse.
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10.2 The Trustees shall act upon such instructions received by them
not less than five Dealing Days before the expiry of the
period allowed for the exercise of any such rights. 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 Trustees with regard thereto
and provided any funds necessary for the purpose the Trustees
shall allow such rights to lapse. The Trustees shall deal with
any payment received in consequence of allowing any rights to
lapse in respect of any Plan Shares as a Capital Receipt
(provided that any Capital Receipt of less than Pound
Sterling3 otherwise distributable to a particular Participant
may be retained by the Trustees).
10.3 Any Plan Shares (within the meaning of paragraph 116(1) of the
Schedule) taken up by the Trustees on behalf of any
Participant under this Clause shall, subject to Clause 13,
form part of the Participant's Plan Shares and shall be deemed
to have been acquired or appropriated at the same time as the
Plan Shares to which they relate.
10.4 Nothing in this Clause shall require the Trustees to act in
any manner whereby they would be involved in any liability
unless indemnified to their satisfaction by the Participant in
question against such liability. In the exercise of any
discretion conferred upon them the Trustees shall not be
liable for any loss to any Participant arising by reason of
any matter or thing other than wilful fraud or wrongdoing or
in the case of Trustees engaged in the business of providing a
trustee service for a fee negligence on the part of the
relevant trustee sought to be made liable.
11 CAPITALISATION ISSUES
Where the Relevant Company allots any new shares (within the meaning of
paragraph 115(3) of the Schedule) by way of capitalisation to the
Trustees in respect of any Plan Shares held by them such new shares
shall subject to and in accordance with Clause 13 form part of such
Plan Shares and shall be deemed to have been acquired or appropriated
at the same time as the Plan Shares in respect of which they are
allotted.
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12 RECONSTRUCTIONS AND TAKE-OVERS
12.1 Participants shall be notified of any Reconstruction or
Take-over and any Participant may give notice in writing to
the Trustees instructing them in respect of any of his Plan
Shares (and where appropriate exercising any right to elect to
receive any particular form of consideration available
thereunder).
12.2 To the extent the consideration received by virtue of any
Reconstruction or Take-over consists of cash it shall be
treated as the proceeds of a disposal under Clause 7.1 and so
far as it consists of new shares (within the meaning of
paragraph 115(3) of the Schedule) it shall be held by the
Trustees as Plan Shares subject to the terms of this Deed and
the Rules mutatis mutandis as if the same were the Plan Shares
in respect of which they are issued or which they otherwise
represent.
13 ENTITLEMENTS
13.1 Where in respect of Shares of the same class as the Plan
Shares an offer or invitation is made conferring rights to
acquire against payment additional securities in the Relevant
Company or where new securities by way of capitalisation are
to be allotted by such company the Trustees shall allocate
such rights or securities amongst the Participants concerned
on a proportionate basis and the Trustees shall use their best
endeavours to sell any rights or securities which are not
allocated and distribute the net proceeds of sale (after
deducting therefrom any expenses of sale and any taxation
which may be payable by the Trustees in respect thereof) among
the Participants whose allocation was rounded down. Such
proceeds which derive from Plan Shares will be treated as a
Capital Receipt in accordance with paragraph 79(2) of the
Schedule provided that any sum of less than L.3 otherwise
distributable to a particular Participant may be retained by
the Trustees.
13.2 In any circumstances in which the Trustees receive new
securities which are deemed to form part of a holding of Plan
Shares the Trustees shall allocate the
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securities to the Participant by reference to the relevant
dates of appropriation of the Plan Shares to which they
relate.
14 INFORMATION AND ACCOUNTING FOR INCOME TAX
14.1 The Trustees and each Participating Company must maintain such
records as may be necessary for the purposes of:
14.1.1 informing Participants of their PAYE and National
Insurance liabilities under the Plan; and
14.1.2 enabling the Participating Company to make and
account for a PAYE (and National Insurance
Contributions) deduction in respect of any asset
transferred to a Participant when a liability to
Schedule E income tax arises and the asset is a
readily convertible asset within the meaning of
Section 203F of the Act.
14.2 If the Trustees are obliged to operate PAYE in accordance with
the provisions of paragraph 95 of the Schedule, they may
dispose of the asset or part thereof on behalf of the
Participating Company and account to the Inland Revenue for so
much of the proceeds of disposal as would be required if there
had in fact been a payment of assessable income, and to the
Participant for the balance or they may allow the Participant
to pay to the Trustee a sum equal to the amount required to
discharge the obligation.
15 TRUSTEES' POWERS OF DELEGATION
15.1 In the exercise of their discretions and the performance of
their duties hereunder the Trustees may employ and pay a
registrar solicitor broker actuary accountant banker or other
adviser and may appoint any such person as their agent to
transact all or any business and may act on the advice or
opinion of any such solicitor, broker, actuary, accountant,
banker or other adviser and shall not be responsible for
16
anything done or omitted to be done or suffered in good faith
in reliance on such advice or opinion.
15.2 Except as otherwise provided by Part IX of the Schedule the
Trustees may delegate any of their powers and duties hereunder
or any business including the exercise of any discretion to
any person or company including the Company or any Subsidiary.
15.3 The Trustees may at any time and shall if so directed by the
Company revoke any delegation or arrangement made under this
Clause and require any trust property held by another person
to be returned to the Trustees.
15.4 The Trustees may execute or sign and (if and so long as there
is more than one Trustee) may authorise the execution or
signature by any one of their number as their agent (and any
corporate trustee may similarly authorise any of its directors
officers or employees on its behalf) to effect the execution
or signature of any deeds documents cheques or other
instruments by the impression of any signature on behalf of or
as witness of any sealing by the Trustees in writing printing
lithography photocopying or any other mode of representing or
reproducing words in a visible form. Any such signature or
sealing shall be as valid as if given by all the Trustees.
15.5 The Trustees may at any time cause any part of the trust
property to be deposited for safekeeping with any Trustee or
any other person on behalf of the Trustees and may pay any
expenses in connection therewith.
16 ADMINISTRATION
16.1 Subject to and in accordance with the provisions of this Deed
including Schedule One the Trustees may make such regulations
as they consider appropriate relating to the administration of
the Plan.
16.2 If and so long as there is more than one Trustee the Trustees
shall meet together as may be necessary for the administration
of the trusts hereof and all decisions taken by a majority (or
as a result of the casting vote of any chairman appointed by
the
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Trustees present at the meeting) of the Trustees present at
any meeting of the Trustees of which notice has been given to
all of them present in the United Kingdom (provided at least
two Trustees shall be present) shall be as effective for all
purposes as if such decisions had been unanimous decisions of
all the Trustees. A written resolution signed by all the
Trustees arrived at without any meeting shall be effective for
all purposes. Nothing herein shall preclude a sole corporate
trustee from acting on its own.
16.3 The Trustees shall arrange for the relevant Participating
Companies to account to the Inland Revenue or other authority
concerned for any amounts deducted from payments made pursuant
to the Plan in respect of PAYE or any other deductions
required in accordance with paragraph 73 of the Schedule.
17 PROVISIONS RELATING TO THE TRUSTEES
17.1 The Company shall pay to or reimburse the Trustees upon demand
for all charges and expenses reasonably incurred by them in
the course of the administration and determination of the
trusts of this Deed and of the Plan and shall keep their
estates and effects fully indemnified and saved harmless
against all actions, claims, losses, demands, proceedings,
charges, expenses, costs, damages, taxes, duties and other
liabilities arising out of anything done or caused to be done
by them or suffered or incurred by them in the exercise or
purported exercise of any of the powers and discretions vested
in them by this Deed and the Plan or otherwise howsoever
arising out of or in connection with the preparation
administration operation or termination of the Plan but so
that no Trustee shall be indemnified or exonerated in respect
of any fraud or wilful default or in the case of Trustees
engaged in the business of providing a trustee service for a
fee negligence on his part and in addition the Trustees shall
have the benefit of all indemnities conferred upon trustees
generally by law and by the Trustee Xxx 0000.
17.2 A person shall not be disqualified from acting as a Trustee
hereof or exercising any power vested in the Trustees by
reason of the fact that he is or has been a director or
employee of any Participating Company or any Subsidiary or is
participating in
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or has participated in the Plan or for any remuneration or
other benefit received thereby or in connection therewith.
17.3 Any bank which is banker to the Company or any Subsidiary may
act as Trustee without being required to account for any
profit resulting therefrom.
17.4 Any person acting as a Trustee 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 him and the Company.
17.5 No Trustee (and no director or officer of a body corporate or
a trust corporation acting as a Trustee) shall 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 in the
Plan 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.
17.6 The Trustees shall be entitled in the absence of manifest
error to rely without further enquiry on information supplied
to them by the 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 the Company or by any
Participant in the Plan as having been so given or executed.
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18 APPOINTMENT REMOVAL AND RETIREMENT OF TRUSTEES
18.1 The Company may at any time by writing under the hand of a
person duly authorised by a resolution of the Directors:
18.1.1 appoint a new Trustee including a corporate Trustee;
and
18.1.2 remove a Trustee from office (but not so as to leave
in office less than two Trustees unless a corporate
Trustee) without assigning any reason therefore and
shall give one month's notice after which such
removal shall (in the absence of any other date
specified in the notice) take place forthwith.
18.2 All powers of appointment and removal shall be vested in the
Trustees in the event that the Company ceases to exist
otherwise than in consequence of a reconstruction or
amalgamation.
18.3 A Trustee may retire by giving to the Company written notice
of his desire to retire and such notice shall take effect at
the expiry of three months (or such other period as may be
agreed with the Company) from the date of such notice. The
Trustee shall not be obliged to pay and shall not be
responsible for any costs occasioned by such retirement but
shall execute all such documents and do all such things as may
be necessary to give proper effect to such retirement.
18.4 Forthwith upon his removal or retirement a Trustee shall
transfer all trust property held by him and deliver all
documents in his possession relating to the Plan to the
remaining Trustees (if any) or otherwise as the Company may
direct.
18.5 The provisions of Sections 37 and 39 of the Trustee Act 1925
shall apply hereto as if any references therein to a trust
corporation were references to any corporation.
19 RESIDENCE AND NUMBER OF TRUSTEES
The number of Trustees should be not less than two persons unless a
company is appointed as sole Trustee. The Trustees shall at all times
be resident in the United
20
Kingdom for United Kingdom tax purposes. If there is only one Trustee
it shall be a body corporate (which in accordance with Clause 18.5
above need not be a trust corporation) at all times resident in the
United Kingdom for United Kingdom tax purposes.
20 ALTERATIONS
The Company may at any time (with the concurrence of the Trustees) by
deed supplemental hereto alter any of the provisions of this Deed
(including the Schedules hereto) subject to the provisions of Rule 22.
21 TERMINATION
The trusts established by this Trust Deed shall (subject to the power
of the Directors to terminate the Plan under Rule 23.1) continue for a
period of eighty years commencing on the date of this Trust Deed and
shall thereupon be wound up in accordance with Rule 23.3.
22 GENERAL
22.1 This Deed shall be governed by and construed in accordance
with the laws of
England.
22.2 Schedule One shall have effect as part of this Deed.
21
IN WITNESS whereof the parties hereto have caused this Deed to be executed the
day and year first before written
THE COMMON SEAL OF )
XXXXXXXX-XXXXX HOLDING LIMITED )
was hereunto affixed )
in the presence of )
Director /s/ XXXXXX X. XXXXX
Secretary /s/ XXXX XXXXXXX-XXXXX
SIGNED AS A DEED )
MOURANT ECS TRUSTEES LIMITED )
was hereunto affixed )
in the presence of )
Director /s/ XXXXXXX XXXXX
Authorized Signatory /s/ XXXXXX XXXXX
22
SCHEDULE ONE
RULES OF XXXXXXXX-XXXXX SHAREPLUS UK
1 DEFINITIONS
In these Rules the following words and expressions shall, where the context so
permits, have the meanings set forth below:
"ACCUMULATION PERIOD" such period as the Directors shall determine
under Rule 5.1.4 which shall begin no later
than the date on which the first deduction
of Partnership Share Money is made from a
Participant's salary and end no later than
twelve months after it began and which shall
be the same for all Participants in the
Plan;
"THE ACT" the Income and Corporation Taxes Xxx 0000;
"ACQUISITION DATE" the date on which Partnership Shares are
acquired on behalf of Participants in
accordance with Rule 6 of the Plan;
"APPROPRIATION DATE" (1) in relation to Free Shares, a date
determined by the Directors (and
agreed in advance with the
Trustees) as the date on which Free
Shares are to be appropriated to
Participants in accordance with
Rule 2 of the Plan; and
(2) in relation to Matching Shares, the
date on which Matching Shares are
to be appropriated to Participants
in accordance with Rule 9 of the
Plan; and
23
(3) in relation to Dividend Shares, the
date on which the Dividend Shares
are appropriated to Participants in
accordance with Rule 12 of the
Plan;
"ASSOCIATED COMPANY" has the meaning in paragraph 126 of the
Schedule;
"THE AUDITORS" the auditors for the time being of the
Company acting as experts and not as
arbitrators;
"CAPITAL RECEIPT" in relation to Plan Shares held on behalf of
a Participant, any money or money's worth
which the Trustees or the Participant become
entitled to receive, save to the extent that
it is disregarded pursuant to the provisions
of paragraph 79(3) of the Schedule;
"THE COMPANY" XXXXXXXX-XXXXX HOLDING LIMITED registered in
England under number 1961889;
"CONNECTED COMPANY" has the same meaning as in paragraph 16 (4)
of the Schedule;
"CONTINUOUS EMPLOYMENT" the meaning ascribed by Chapter I of Part
XIV of the Employment Rights Xxx 0000;
"CONTROL" the meaning ascribed by Section 840 of the
Act;
"DEALING DAY" a day on which the New York Stock Exchange
is open for the transaction of business;
24
"THE DEED" the Trust Deed constituting, inter alia, the
Plan as amended from time to time;
"THE DIRECTORS" the Shareplus Management Committee including
the European HR Policy Council;
"DIVIDEND SHARES" Shares which satisfy the requirements of
paragraph 55 of the Schedule and are
appropriated to Participants under Rule 12
and held by the Trustees upon the terms of
the Plan;
"DIVIDEND SHARE LIMIT" the limit specified in paragraph 54 of the
Schedule from time to time;
"ELIGIBLE EMPLOYEE" any person who on the applicable
Appropriation Date or the date of the
deduction of Partnership Share Money
relating to the award or where an
Accumulation Period applies the date of the
first deduction of Partnership Share Money
relating to the award is an employee of the
Company (or any Participating Company); and
(1) is chargeable to tax in respect of
his employment under Case I of
Schedule E; and
(2) any other employee who the
Directors in their absolute
discretion may permit to
participate in the Plan
PROVIDED THAT
(1) a person who is ineligible to
participate by virtue of paragraph
15 of the
25
Schedule shall not be treated as an
Eligible Employee; and
(2) a person shall not be eligible to
receive an appropriation of Free
Shares in a Year of Assessment if
in that Year of Assessment:
(a) shares have been
appropriated to him under
an approved profit sharing
scheme established by the
Company or a Connected
Company and approved under
Schedule 9 of the Act; or
(b) he has participated or is
to participate or would
have participated but for
his failure to obtain an
appropriation based on a
performance related
formula in another share
incentive plan established
by the Company or a
Connected Company and
approved under the
Schedule
and
(3) a person shall not be
eligible to participate in
an award of Partnership
Shares or Matching Shares
in a Year of Assessment if
in that Year of Assessment
he has participated or is
to participate in an award
of shares under another
26
employee share incentive
plan established by the
Company or a Connected
Company and approved under
the Schedule;
"FORFEITURE PERIOD" in relation to Free Shares and Matching
Shares the period beginning on the
applicable Appropriation Date and ending on
such date as the Directors shall determine
being no later than the third anniversary of
such Appropriation Date which shall apply to
all Free Shares and Matching Shares in the
same appropriation;
"FREE SHARES" Shares which are appropriated to an Eligible
Employee under Rule 2 and held by the
Trustees upon the terms of the Plan;
"FREE SHARE AGREEMENT" An agreement in the form (or substantially
in the form) of Schedule Three, adapted as
appropriate;
"FREE SHARE LIMIT" a US dollar equivalent of L.3,000 or such
other amount as may be specified in
paragraph 24 of the Schedule from time to
time;
"GROUP" the Company, any Subsidiary and any
Associated Company of the Company from time
to time;
"HOLDING PERIOD" in relation to Free Shares, Matching Shares
and Dividend Shares the period beginning on
the applicable Appropriation Date and ending
on:
27
(1) in the case of Free Shares and
Matching Shares such date as the
Directors shall determine being no
earlier than the third anniversary
nor later than the fifth
anniversary of such date; and
(2) in the case of Dividend Shares the
third anniversary of such date;
and which period shall not be increased in
respect of Free Shares, Matching Shares and
Dividend Shares already awarded under the
Plan.
"INITIAL MARKET VALUE" in relation to a Share on any date:
(1) save as mentioned in (2)
below, its Market Value on
the Appropriation Date,
Acquisition Date or where
the Directors have
determined that an
Accumulation Period
applies the first day of
the Accumulation Period or
the Acquisition Date in
accordance with Rule 6.2
(as appropriate); or
(2) if and so long as the
Shares are listed on the
New York Stock Exchange,
its Market Value on the
Appropriation Date,
Acquisition Date or where
the Directors have
determined that
28
an Accumulation Period applies the
first day of the Accumulation
Period or the Acquisition Date in
accordance with Rule 6.2;
"KEY FEATURE" a feature of the Plan which is a provision
which is necessary in order to meet the
requirements of the Schedule;
"JOINTLY OWNED COMPANY" a company which satisfies the provisions of
paragraph 127 of the Schedule;
"LETTER OF OFFER" a letter in the form (or substantially in
the form) of Schedule Two, adapted as
appropriate;
"MARKET VALUE" in relation to a Share on any date:
(1) save as mentioned in (2) below, its
market value as determined in
accordance with Part VIII of the
Taxation of Chargeable Gains Xxx
0000 and agreed in advance with
Inland Revenue Shares Valuation; or
(2) if and so long as the Shares are
listed on the New York Stock
Exchange;
(a) if, and only if, all the
Shares acquired for
allocation to Participants
on an Acquisition Date or
29
an Appropriation Date are
purchased and allocated to
all Participants on the
same day, the average of
the prices paid by the
Trustees for those shares
or
(b) if all the Shares acquired
for Participants are not
purchased and awarded to
all Participants on the
same day, its average
quoted price on the New
York Stock Exchange on the
immediately preceding
Dealing Day.
"MATCHING SHARES" Shares which satisfy the requirements of
paragraph 50 of the Schedule and are
appropriated to an Eligible Employee under
Rule 9 and held by the Trustees upon the
terms of the Plan;
"PARENT" Xxxxxxxx-Xxxxx Corporation, a corporation
registered in the State of Delaware U.S.A.;
"PARTICIPANT" an Eligible Employee who has entered into a
Free Share Agreement or
Partnership Share
Agreement to participate in the Plan;
"PARTICIPATING COMPANY" the Company and any Jointly Owned Company,
and any Subsidiary which is
30
under the Control of the Company, designated
by the Directors as a Participating Company
which has executed a suitable deed of
adherence;
"PARTNERSHIP SHARES" Shares which are acquired by or on behalf of
Eligible Employees under Rule 6 and held by
the Trustees upon the terms of the Plan;
"
PARTNERSHIP SHARE AGREEMENT" An agreement in the form (or substantially
in the form) of Schedule Four, adapted as
appropriate;
"PARTNERSHIP SHARE LIMIT" the lower of L.125 per month and 4% of an
Eligible Employee's Salary (or such other
amounts as may be determined by the
Directors from time to time which do not
exceed the amounts specified in paragraph 36
of the Schedule);
"PARTNERSHIP SHARE MONEY" if the Directors determine that an
Accumulation Period will apply the aggregate
amount of all deductions, otherwise the
deduction made from a Participant's Salary
in accordance with the
Partnership Share
Agreement before it is used to acquire
Partnership Shares on his behalf;
"PLAN" Xxxxxxxx-Xxxxx shareplus UK in its present
form, or as from time to time altered in
accordance with its Rules;
31
"PLAN SHARES" Shares held by the Trustees upon the terms
of the Plan on behalf of the Participants
comprising Free, Partnership, Matching and
Dividend Shares and shares in relation to
which paragraph 115(5) of the Schedule
applies;
"RECONSTRUCTION OR TAKE-OVER" a transaction affecting any Plan Shares
which:
(1) is an offer for those Plan Shares
which, if accepted, would result in
a new holding of shares being
equated with such Plan Shares for
the purposes of capital gains tax;
or
(2) is a transaction mentioned in
Chapter II of Part V of the
Taxation of Chargeable Gains Xxx
0000 which would result in a new
holding being equated with such
Plan Shares for the purposes of
capital gains tax were it not for
the fact that what would be the new
holding consists of or includes a
qualifying corporate bond (within
the meaning of Section 117 of the
Taxation of Chargeable Gains Act
1992); or
(3) is entered into pursuant to a
scheme of arrangement or a
32
compromise applicable to or
affecting:
(a) all the issued ordinary
share capital of the
Relevant Company or, as
the case may be, all of it
that is of the class in
question; or
(b) all the shares, or shares
of the class in question,
which are held by a class
of shareholders identified
otherwise than by
reference to their
employment or their
participation in an
employee share incentive
plan approved by the
Inland Revenue under the
Schedule;
or
(4) is an offer of cash (with or
without other assets) where the
offer forms part of a general offer
which is made to the holders of
shares of the same class in the
Relevant Company and which is made
in the first instance on a
condition such that if it is
satisfied the offeror will have
Control of the Relevant Company;
33
"THE RELEASE DATE" (1) in relation to Free Shares,
Matching Shares and Dividend
Shares, the day following the last
day of the applicable Holding
Period;
(2) in relation to Partnership Shares,
the period beginning on the
applicable Acquisition Date and
ending on the third anniversary of
such date;
"RELEVANT COMPANY" the Parent or any other company whose shares
are, as a result of a Reconstruction or
Take-over, Plan Shares;
"RELEVANT EMPLOYMENT" employment by the Company, a Participating
Company or any Associated Company of the
Company;
"RETIREMENT AGE" age 50;
"RULES" the rules of the Plan (and "Rule" shall be
construed accordingly);
"SALARY" the meaning ascribed by paragraph 48 of the
Schedule;
"THE SCHEDULE" Schedule 8 to the Finance Xxx 0000;
34
"SHARE" a share (including for the avoidance of
doubt a fraction of a share) of common stock
in the Parent satisfying paragraphs 60 to 67
inclusive of the Schedule;
"SUBSIDIARY" the meaning ascribed by Section 736 of the
Companies Xxx 0000;
"TAX FREE DATE" (1) In relation to Free Shares,
Partnership Shares and Matching
Shares, the fifth anniversary of
their Appropriation Date or
Acquisition Date (as appropriate);
and
(2) in relation to Dividend Shares, the
third anniversary of their
Appropriation Date;
"TERMINATION PERIOD" the period of three months commencing on the
day on which a plan termination notice is
sent out under Rule 23.2;
"TRUSTEES" the Trustees referred to in the Deed, or
such other person or persons who is or are
the trustee or trustees from time to time of
the Plan;
"T.U.P.E TRANSFER" a transfer to which the Transfer of
Undertakings (Protection of Employment)
Regulations 1981 applies;
"US DOLLAR EQUIVALENT OF" means in relation to a pounds sterling
amount on any date the equivalent of that
35
amount expressed in US dollars calculated by
reference to the selling rate for UK
sterling against US dollars as quoted by
HSBC Bank or such other bank as may be
selected by the Board at the relevant date;
"YEAR OF ASSESSMENT" a year beginning on any 6 April and ending
on the following 5 April.
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 include the plural (and vice versa) and words importing the
masculine shall include the feminine (and vice versa).
PART ONE - FREE SHARES
2 APPROPRIATION OF FREE SHARES
2.1 When the Directors have determined to operate the Plan by
offering Free Shares on the same terms to Eligible Employees,
a Letter of Offer shall be issued to each Eligible Employee
asking him to consent to the appropriation of Free Shares on
the proposed Appropriation Date by signing and returning as
directed the accompanying Free Share Agreement duly completed
and signed. The Letter of Offer shall specify the Holding
Period which the Directors have determined will apply to the
Free Shares appropriated on the Appropriation Date and any
Forfeiture Period that will apply to the Free Shares.
2.2 A Free Share Agreement entered into in accordance with this
Rule 2 shall bind the relevant Eligible Employee in contract
with the Company:
36
2.2.1 to permit the Free Shares appropriated to him to
remain in the hands of the Trustees throughout the
applicable Holding Period; and
2.2.2 not to assign, charge or otherwise dispose of his
beneficial interest in those Free Shares during the
applicable Holding Period; and
2.2.3 if the Company in accordance with Rule 4.2 directs
the Trustees to transfer the legal ownership of any
Free Shares to the Eligible Employee at any time
before the applicable Release Date, to pay to the
Trustees before such transfer takes place, or to
allow the Trustees to sell some or all of his Free
Shares in order to raise, a sum equal to income tax
at the appropriate rate on the Market Value of such
Free Shares at the time of such transfer together
with any Primary Class I National Insurance liability
which may arise; and
2.2.4 if he or the Company in accordance with Rule 4.2
directs the Trustees to transfer the legal ownership
of any Free Shares to the Eligible Employee at any
time after the applicable Release Date but before the
applicable Tax Free Date, to pay to the Trustees
before such transfer takes place or to allow the
Trustees to sell some or all of his Free Shares in
order to raise a sum equal to income tax at the
appropriate rate on the lesser of:
(a) the Initial Market Value of the Free Shares;
and
(b) the Market Value of the Free Shares at the
time of such transfer
together with any Primary Class I National Insurance
liability which may arise.
2.3 Free Shares shall be appropriated on an Appropriation Date
amongst Eligible Employees who have entered into a Free Share
Agreement in
37
accordance with such one or more of the methods set out in
Rules 2.3.1, 2.3.2, 2.3.3, 2.3.4 or 2.3.5 as the Directors
shall determine. Every Eligible Employee who does participate
must do so on the same terms.
2.3.1 Eligible Employees shall receive Free Shares having
an Initial Market Value equal to such percentage of
their annual Salary as the Directors shall determine;
and/or
2.3.2 Eligible Employees shall receive a number of Free
Shares per year of Continuous Employment with one or
more Participating Companies and/or Subsidiaries;
and/or
2.3.3 Eligible Employees shall receive a number of Free
Shares according to the number of hours worked per
week with their employing company; and/or
2.3.4 Eligible Employees shall receive a fixed number of
Shares or a number of Shares with a Market Value
equal to a fixed sum; and/or
2.3.5 such other formula relating to the performance of the
Eligible Employee, the Company or the Eligible
Employee's business unit to be determined by the
Directors (the "Performance Related Formula")
PROVIDED THAT if a Performance Related Formula is
selected, either 2.3.5.1 or 2.3.5.2 will apply;
2.3.5.1 (a) at least 20% of the Free Shares
appropriated on the Appropriation
Date must be appropriated in
accordance with Rules 2.3.1, 2.3.2,
2.3.3 and/or 2.3.4 without
reference to the Performance
Related Formula; and
(b) the appropriation of Free Shares
with the highest Initial Market
Value to any Eligible Employee on
any Appropriation Date under the
Performance Related Formula may not
exceed
38
four times the highest Initial
Market Value of Free Shares
appropriated to any Eligible
Employee under any of the formulae
set out under Rules 2.3.1, 2.3.2,
2.3.3 and 2.3.4; or
2.3.5.2 (a) some or all of the Free Shares must
be appropriated according to a
Performance Related Formula which
must be comparable in terms of the
likelihood of being met by each of
the performance units to which it
applies; and
(b) Free Shares appropriated to members
of the same performance unit must
satisfy Rules 2.3.1, 2.3.2, 2.3.3
or 2.3.4.
2.4 Where a Performance Related Formula is selected:
2.4.1 the same method as set out in either Rule 2.3.5.1 or
Rule 2.3.5.2 shall be used for all Eligible Employees
who take part in an appropriation;
2.4.2 the Letter of Offer issued to Eligible Employees
under Rule 2.1 shall include notification of the
Performance Related Formula as it applies to each
Eligible Employee; and
2.4.3 a notice describing the Performance Related Formula
in general terms must be [put on display for all
employees of the Group] [sent to all employees in
the Group] before the beginning of the period to
which the Performance Related Formula will relate.
2.5 Where Free Shares have been appropriated under this Rule 2 the
Trustees will send a Notice of Appropriation to each
Participant to whom such Shares have been appropriated in
accordance with Clause 2.7 of the Deed.
39
2.6 The aggregate of the Market Value of all Free Shares which may
be appropriated to any Participant in any Year of Assessment
shall not exceed the Free Share Limit.
3 TRANSFER OF FREE SHARES
3.1 In accordance with the Free Share Agreement entered into
between a Participant and the Company under Rule 2, a
Participant may direct the Trustees to transfer the legal
ownership of his Free Shares to him at any time on or after
the Release Date that applies to them.
3.2 Any direction given by a Participant under Rule 3.1 must be in
the form (or substantially in the form) of Schedule Six,
adapted as appropriate. The Trustees will transfer the
relevant Free Shares as soon as practicable after receipt of
the direction.
4 CESSATION OF EMPLOYMENT AND WITHDRAWAL OF FREE SHARES FROM THE PLAN
4.1 In the event of a Participant ceasing to be employed by the
Group at any time by reason of:
4.1.1 injury, disability, redundancy (within the meaning of
the Employment Rights Act 1996); or
4.1.2 a T.U.P.E transfer; or
4.1.3 a change of Control or other circumstances ending the
Associated Company status of the company by which he
is employed; or
4.1.4 retirement on or after reaching Retirement Age; or
4.1.5 death
40
the Directors shall procure that his Free Shares are
transferred to him or his personal representatives by the
Trustees as soon as practicable after such cessation.
4.2 In the event of a Participant ceasing to be employed by the
Group in any circumstances other than those set out in Rule
4.1 or otherwise instructs the Trustees to transfer his Free
Shares to him:
4.2.1 on or after the applicable Release Date but before
the applicable Tax Free Date, the Directors shall
procure that his Free Shares are transferred to him
by the Trustees, subject to the disposal by the
Trustees of sufficient Free Shares to enable them to
meet their PAYE liabilities or payment to the
Trustees by the Participant of a sum equal to income
tax at the appropriate rate on the lesser of:
a) the Initial Market Value of such Free
Shares; and
b) the Market Value of such Free Shares on the
date of his cessation of employment;
together with any Primary Class I National Insurance
liability that may arise in accordance with the Free
Share Agreement that relates to them, as soon as
practicable (and in any event within 30 days) after
such cessation; or
4.2.2 in relation to cessation of employment only, after
the Forfeiture Period and before the applicable
Release Date, the Directors shall procure that his
Free Shares are transferred to him by the Trustees,
subject to the disposal by the Trustees of sufficient
Free Shares to enable them to meet their PAYE
liabilities or payment to the Trustees by the
Participant of a sum equal to income tax at the
appropriate rate on the Market Value of such Free
Shares together with any Primary Class I National
Insurance liability that may arise, in accordance
with the Free
41
Share Agreement that relates to them, as soon as
practicable (and in any event within 30 days) after
such cessation.
4.3 In the event of a Participant ceasing to be employed by the
Group in any circumstances other than those set out in Rule
4.1 before the end of the applicable Forfeiture Period he will
forfeit his Free Shares and thereafter have no further
entitlement to them.
4.4 TAKEOVERS
4.4.1 A Participant may during the Holding Period direct
the Trustees:
4.4.1.1 to accept an offer for any of his Free
Shares if the acceptance or agreement will
result in a new holding being equated with
those Shares for the purposes of capital
gains tax; or
4.4.1.2 to accept an offer of a qualifying corporate
bond (whether alone or with other assets or
cash or both) for his Free Shares if the
offer forms part of such a general offer as
is mentioned in paragraph 32(c) of the
Schedule; or
4.4.1.3 to accept an offer of cash, with or without
other assets, for his Free Shares if the
offer forms part of a general offer which is
made to holders of shares of the same class
as his Shares, or to holders of shares in
the same company and which is made in the
first instance on a condition such that if
it is satisfied the person making the offer
shall have control of that company, within
the meaning of section 416 of the Act; or
4.4.1.4 to agree to a transaction affecting his Free
Shares or such of them as are of a
particular class, if the
42
transaction would be entered into pursuant
to a compromise, arrangement or scheme
applicable to or affecting:
(a) all of the ordinary share capital
of the Parent or, as the case may
be, all the shares of the class in
question; or
(b) all the shares, or all the shares
of the class in question, which are
held by a class of shareholders
identified otherwise than by
reference to their employment or
their participation in a plan
approved under the Schedule.
PART TWO - PARTNERSHIP SHARES
5 INVITATIONS TO ACQUIRE PARTNERSHIP SHARES
5.1 When the Directors have determined to operate the Plan by
inviting Eligible Employees to acquire Partnership Shares on
the same terms, a Letter of Offer shall be issued to each
Eligible Employee inviting him to enter into an agreement with
the Company by signing and returning as directed the
accompanying
Partnership Share Agreement duly completed and
signed by such date at least 14 days after the date of the
Letter of Offer as shall be specified in the Letter of Offer.
The Letter of Offer shall specify:
5.1.1 whether the Directors have determined to offer
Matching Shares to Eligible Employees who enter into
a
Partnership Share Agreement; and
5.1.2 the basis on which such Matching Shares will be
appropriated; and
43
5.1.3 any Forfeiture Period that will apply to the Matching
Shares; and
5.1.4 the starting date and length of the Accumulation
Period (as determined by the Directors).
5.2 The Company may specify the maximum number of Shares to be
included in an offer of Partnership Shares.
5.2.1 The
Partnership Share Agreement shall contain an
undertaking by the Company to notify each Eligible
Employee of any restriction on the number of Shares
to be included in an offer.
5.2.2 The notification in Rule 5.2.1 shall be given:
a) If there is no Accumulation Period, before
the deduction of the Partnership Share Money
relating to the offer; and
b) If there is an Accumulation Period, before
the beginning of the Accumulation Period
relating to the offer.
5.3 A
Partnership Share Agreement entered into in accordance with
this Rule 5 shall bind the relevant Eligible Employee in
contract with the Company:
5.3.1 to permit the Company to deduct from his Salary each
month an amount neither less than L.10 nor
exceeding the Partnership Share Limit; and
5.3.2 to permit the Company to use the amount deducted
under Rule 5.3.1 above to acquire (or to arrange the
acquisition of) Partnership Shares on behalf of the
Eligible Employee and to hold them in accordance with
the Rules of the Plan; and
5.3.3 if he directs the Trustees to transfer the legal
ownership of any Partnership Shares to him at any
time before the applicable Release Date, to pay to
the Trustees before such transfer takes place or to
allow the Trustees to sell some or all of his
Partnership Shares in order to raise a sum equal to
income tax
44
at the appropriate rate on the Market Value of such
Partnership Shares at the time of such transfer
together with any Primary Class I National Insurance
liability that may arise; and
5.3.4 if he directs the Trustees to transfer the legal
ownership of any Partnership Shares to him at any
time on or after the applicable Release Date but
before the applicable Tax Free Date, to pay to the
Trustees before such transfer takes place or to allow
the Trustees to sell some or all of his Partnership
Shares in order to raise a sum equal to income tax at
the appropriate rate on the lesser of:
a) the Partnership Share Money used to acquire
the Partnership Shares; and
b) the Market Value of the relevant Partnership
Shares at the time of such transfer
together with any Primary Class I National Insurance
liability that may arise.
5.4 A
Partnership Share Agreement entered into under Rule 5.1
above will not be valid unless it contains a notice as
prescribed by paragraph 38 of the Schedule.
5.5 Where Partnership Shares have been acquired on behalf of
Participants the Trustees will send a Notice of Acquisition to
each Participant on whose behalf such Shares have been
acquired in accordance with the provisions of Clause 2.7 of
the Deed.
5.6 A Partnership Share Agreement shall include a provision
allowing the Participant, by written notice to the Company, to
stop the deductions from his Salary with effect from a date
specified in the notice. Following such a notice, the
Participant may, by further notice in writing, direct the
Company to re-start the deductions from his Salary,
45
provided that the deductions that have been missed in the
interim period may not be made up.
5.7 A Partnership Share Agreement shall include a provision
allowing the Participant, by written notice to the Company, to
elect to change the level of deductions from Salary on two
occasions in each calendar year.
5.8 A Partnership Share Agreement shall include a provision
allowing the Participant, by written notice to the Company, to
withdraw from the Partnership Share Agreement at any time.
6 ACQUISITION OF PARTNERSHIP SHARES
The Directors shall determine whether an Accumulation Period shall
apply.
6.1 Where the Directors have determined that an Accumulation
Period shall not apply to an offer of Partnership Shares:
6.1.1 All Partnership Share Money deducted by the Company
in accordance with the Partnership Share Agreement
entered into under Rule 5.1 shall be transferred
directly to the Trustees. Within 30 days after the
Partnership Share Money was deducted from
Participants' Salaries the Trustees shall use it in
the acquisition of Partnership Shares on behalf of
Participants. For the purpose of this Rule 6.1
'acquisition' shall mean subscription for, purchase
of or allocation of Shares already held by the
Trustees which are not Free Shares, Partnership
Shares, Matching Shares or Dividend Shares.
6.1.2 The number of Partnership Shares to be acquired on
behalf of each Participant shall be determined in
accordance with the Market Value of the Partnership
Shares on the Acquisition Date.
46
6.2 Where the Directors have determined that an Accumulation
Period shall apply:
6.2.1 All Partnership Share Money deducted by the Company
during the Accumulation Period shall be transferred
to the Trustees within 30 days of its deduction from
Participants' Salaries. The Trustees will then hold
the Partnership Share Money until the end of the
Accumulation Period. Within 30 days after the end of
the Accumulation Period the Trustees shall use the
Partnership Share Money in the acquisition of
Partnership Shares on behalf of Participants.
6.2.2 The number of Partnership Shares to be acquired on
behalf of each Participant shall be determined by
reference to the lower of:
a) the Market Value of Shares on the first day
of the Accumulation Period; and
b) the Market Value of Shares on the
Acquisition Date.
6.3 Any amount deducted in excess of that allowed by rule 6.1.1 or
6.2.1 shall be paid over to the employee subject to the
deduction of income tax under PAYE and in addition any
liability to Primary National Insurance Contributions which
may arise.
6.4 If the account opened under Clause 2.3 of the Deed earns
interest, the Trustees must pay any interest earned to the
Participant.
6.5 If the Company receives applications for Partnership Shares
exceeding the maximum determined by the Directors on that
occasion then the following steps shall be taken in sequence
until the excess is eliminated.
6.5.1 the excess of the monthly deduction chosen by each
application over L.10 shall be reduced
pro rata;
47
6.5.2 all monthly deductions shall be reduced to L.10;
6.5.3 applications shall be selected by lot, each based on
a monthly deduction of L.10.
Each application shall be deemed to have been modified or
withdrawn in accordance with the foregoing provisions, and
each Eligible Employee who has applied for Partnership Shares
shall be notified of the change.
7 TRANSFER OF PARTNERSHIP SHARES
7.1 In accordance with a Partnership Share Agreement entered into
between a Participant and the Company under Rule 5, a
Participant may withdraw from the Partnership Share Agreement
at any time by notice in writing to the Company, which notice
shall take effect 30 days after its receipt, or on such later
date as may be specified in the notice. The Participant may
then:
a) direct the Trustees to transfer to him any
Partnership Share Money held on his behalf at any
time; and/or
b) direct the Trustees to transfer the legal ownership
of his Partnership Shares at any time.
7.2 A Participant may withdraw any or all of his Partnership
Shares from the Plan at any time.
7.3 The transfer of any Partnership Share Money and/or Partnership
Shares shall be subject to the withholding of the amount
necessary to pay income tax at the appropriate rate together
with any Primary Class I National Insurance liability that may
arise in accordance with the Partnership Share Agreement
relating to them. The Trustees will transfer the relevant
Partnership Share Money and/or Partnership Shares to the
Participant as soon as practicable after receipt of the
direction and in any event within 30 days thereof.
48
7.4 If Matching Shares have been appropriated to a Participant in
relation to Partnership Shares that have been acquired on his
behalf in accordance with a Partnership Share Agreement, any
request to the Trustees to transfer those Partnership Shares
to him under Rule 7.1 or any transfer of those Partnership
Shares to him under Rule 8 before the end of the Forfeiture
Period for the Matching Shares will cause him to forfeit the
corresponding Matching Shares and he will thereafter have no
further entitlement to them.
7.5 Where an Accumulation Period applies, in accordance with a
Partnership Share Agreement entered into between a Participant
and the Company under Rule 5, a Participant may by notice in
writing to the Company (which notice shall take effect 30 days
after its receipt unless a later date is specified in the
notice) direct the Company to stop making deductions from his
Salary under the terms of the Partnership Share Agreement.
Where such notice is given by a Participant he may at a later
date during the Accumulation Period by notice in writing to
the Company, which notice shall take effect within 30 days
after its receipt (unless a later date is specified in the
notice) direct the Company to resume making deductions from
his Salary under the terms of the Partnership Share Agreement
until the end of the Accumulation Period.
8 CESSATION OF EMPLOYMENT
8.1 In the event of a Participant ceasing to be employed by the
Group in any circumstances the Directors shall, subject to
Rule 8.2, procure that his Partnership Shares and any
Partnership Share Money held by the Trustees on his behalf are
transferred to him by the Trustees as soon as practicable
after such cessation.
8.2 Unless Rule 8.3 applies, if the cessation of the Participant's
employment occurs before the Tax Free Date applicable to his
Partnership Shares or while Partnership Share Money is held on
his
49
behalf, the transfer of those Partnership Shares and that
Partnership Share Money to him by the Trustees shall be
subject both to the withholding of the amount necessary to pay
income tax at the appropriate rate in accordance with the
provisions of Rules 5.3.3 and/or 5.3.4 and to the withholding
of the amount necessary to pay income tax at the appropriate
rate on such Partnership Share Money, in each case in
accordance with the Partnership Share Agreement that relates
to them and together with any Primary Class I National
Insurance liability that may arise.
8.3 In the event of a Participant ceasing to be employed by the
Group at any time by reason of:
8.3.1 injury, disability, redundancy (within the meaning of
the Employment Rights Act 1996); or
8.3.2 a T.U.P.E transfer; or
8.3.3 a change of Control or other circumstances ending the
Associated Company status of the company by which he
is employed; or
8.3.4 retirement on or after reaching Retirement Age; or
8.3.5 death
the Directors shall procure that his Partnership Shares and
Partnership Share Money are transferred to him or his personal
representatives as soon as practicable after such cessation.
50
PART THREE - MATCHING SHARES
9 APPROPRIATION OF MATCHING SHARES
9.1 When the Directors have determined to operate the Plan by
appropriating Matching Shares on the same terms to Eligible
Employees who enter into a Partnership Share Agreement under
Rule 5, the Letter of Offer issued to each Eligible Employee
under Rule 5 shall contain information about such
determination, including the number of Matching Shares that
will be appropriated for each Partnership Share (being not
more than two for one).
9.2 Where the Directors have determined to appropriate Matching
Shares to Eligible Employees who enter into a Partnership
Share Agreement under Rule 5, the Partnership Share Agreement
will bind the relevant Eligible Employee in contract with the
Company:
9.2.1 to permit the Matching Shares appropriated to him to
remain in the hands of the Trustees throughout the
applicable Holding Period; and
9.2.2 not to assign, charge or otherwise dispose of his
beneficial interest in those Matching Shares during
the applicable Holding Period; and
9.2.3 if the Company in accordance with Rule 11.2 directs
the Trustees to transfer the legal ownership of any
Matching Shares to the Participant before the
applicable Release Date, to pay to the Trustees
before such transfer takes place or to allow the
Trustees to sell some or all of his Matching Shares
in order to raise a sum equal to income tax at the
appropriate rate on the Market Value of such Matching
Shares at the time of such transfer together with any
Primary Class I National Insurance liability that may
arise; and
51
9.2.4 if he or the Company in accordance with Rule 11.2
directs the Trustees to transfer the legal ownership
of any Matching Shares to him at any time on or after
the applicable Release Date but before the applicable
Tax Free Date, to pay to the Trustees before such
transfer takes place or to allow the Trustees to sell
some or all of his Matching Shares in order to raise
a sum equal to income tax at the appropriate rate on
the lesser of:
a) the Initial Market Value of the Matching
Shares; and
b) the Market Value of the Matching Shares at
the time of such transfer together with any
Primary Class I National Insurance liability
that may arise.
9.3 Where Matching Shares are appropriated under this Rule 9 the
Trustees will send a Notice of Acquisition/Appropriation to
each Participant to whom such Shares have been appropriated in
accordance with the provisions of Clause 2.7 of the Deed.
10 TRANSFER OF MATCHING SHARES
10.1 In accordance with the Partnership Share Agreement entered
into between a Participant and the Company under Rule 5, a
Participant may direct the Trustees to transfer the legal
ownership of his Matching Shares to him at any date on or
after the Release Date that applies to them.
10.2 Any direction given by a Participant under Rule 10.1 must be
in the form (or substantially the form) of Schedule Six,
adapted as appropriate. The Trustees will transfer the
relevant Matching Shares as soon as practicable after the
receipt of the direction.
52
11 CESSATION OF EMPLOYMENT AND WITHDRAWAL OF MATCHING SHARES FROM THE PLAN
11.1 In the event of a Participant ceasing to be employed by the
Group at any time by reason of:
11.1.1 injury, disability, redundancy (within the meaning of
the Employment Rights Act 1996); or
11.1.2 a T.U.P.E. transfer or;
11.1.3 a change of Control or other circumstances ending the
Associated Company status of the company by which he
is employed; or
11.1.4 retirement on or after reaching Retirement Age; or
11.1.5 death
the Directors shall procure that his Matching Shares are
transferred to him or his personal representatives by the
Trustees as soon as practicable after such cessation.
11.2 In the event of a Participant ceasing to be employed by the
Group in any circumstances other than those set out in Rule
11.1 or otherwise instructing the Trustees to transfer his
Matching Shares to him:
11.2.1 on or after the applicable Release Date but before
the applicable Tax Free Date the Directors shall
procure that his Matching Shares are transferred to
him by the Trustees, subject to the disposal by the
Trustees of sufficient Matching Shares to enable them
to meet their PAYE liabilities or payment to the
Trustees by the Participant of a sum equal to income
tax at the appropriate rate on the lesser of:
a) the Initial Market Value of such Matching
Shares; and
b) the Market Value of such Matching Shares on
the date of his cessation of employment
53
together with any Primary Class I National Insurance
liability that may arise in accordance with the
Partnership Share Agreement that relates to them, as
soon as practicable (and in any event within 30 days)
after such cessation; or
11.2.2 In relation to cessation of employment only, after
the Forfeiture Period and before the applicable
Release Date the Directors shall procure that his
Matching Shares are transferred to him by the
Trustees, subject to the disposal by the Trustees of
sufficient Matching Shares to enable them to meet
their PAYE liabilities or payment to the Trustees by
the Participant of a sum equal to income tax at the
appropriate rate on the Market Value of such Matching
Shares together with any Primary Class I National
Insurance liability that may arise, in accordance
with the Partnership Share Agreement that relates to
them.
11.2.3 In the event of a Participant ceasing to be employed
by the Group in any circumstances other than those
set out in Rule 11.1 before the end of the Forfeiture
Period he will forfeit his Matching Shares and
thereafter have no further entitlement to them.
11.3 TAKEOVERS:
11.3.1 A Participant may during the Holding Period direct
the Trustees:
11.3.1.1 to accept an offer for any of his Matching
Shares if the acceptance or agreement will
result in a new holding being equated with
those Shares for the purposes of capital
gains tax; or
54
11.3.1.2 to accept an offer of a qualifying corporate
bond (whether alone or with other assets or
cash or both) for his Matching Shares if the
offer forms part of such a general offer as
is mentioned in paragraph 32(c) of the
Schedule; or
11.3.1.3 to accept an offer of cash, with or without
other assets, for his Matching Shares if the
offer forms part of a general offer which is
made to holders of shares of the same class
as his Shares, or to holders of shares in
the same company and which is made in the
first instance on a condition such that if
it is satisfied the person making the offer
shall have control of that company, within
the meaning of section 416 of the Act; or
11.3.1.4 to agree to a transaction affecting his
Matching Shares or such of them as are of a
particular class, if the transaction would
be entered into pursuant to a compromise,
arrangement or scheme applicable to or
affecting:
(a) all of the ordinary share capital
of the Parent or, as the case may
be, all the shares of the class in
question; or
(b) all the shares, or all the shares
of the class in question, which are
held by a class of shareholders
identified otherwise than by
reference to their employment or
their participation in a plan
approved under the Schedule.
55
PART FOUR - DIVIDEND SHARES
12 REINVESTMENT OF DIVIDENDS
12.1 If the Directors have so determined all dividends payable in
respect of Plan Shares shall be paid by the Company directly
to the Trustees. The Trustees shall, within 30 days of their
receipt of such dividends, use them to acquire further Shares
for appropriation to Participants as Dividend Shares. In
exercising their powers to acquire Dividend Shares the
Trustees must treat Participants fairly and equally.
12.2 For the purposes of Rule 12.1 'acquire' shall mean subscribe
for purchase or allocate Shares already held by the Trustees
which are not Free Shares, Partnership Shares, Matching Shares
or Dividend Shares.
12.3 The number of Dividend Shares to be appropriated to each
Participant shall be determined in accordance with the Market
Value of the Shares on the Appropriation Date.
12.4 The Free Share Agreement and/or Partnership Share Agreement
entered into by each Participant in accordance with Rules 2
and/or 5 shall bind the relevant Participant in contract with
the Company:
12.4.1 to permit the Dividend Shares appropriated to him to
remain in the hands of the Trustees throughout the
applicable Holding Period; and
12.4.2 not to assign, charge or otherwise dispose of his
beneficial interest in the Dividend Shares during the
applicable Holding Period; and
12.4.3 if the Company in accordance with Rule 14.2 directs
the Trustees to transfer the legal ownership of any
Dividend Shares to the Eligible Employee at any time
before the applicable Tax Free Date, to pay to the
Trustees before such transfer takes place or to allow
the Trustees to sell some or all of his
56
Dividend shares in order to raise a sum equal to
income tax at the appropriate rate on the cash amount
of the dividend used to acquire those Dividend Shares
less the aggregate amount of tax paid on any Capital
Receipt in respect of those Dividend Shares that has
already been subject to income tax.
12.5 Where Dividend Shares have been appropriated under Rule 12.1
the Trustees will send a Notice of Appropriation to each
Participant to whom such Dividend Shares have been
appropriated as soon as practicable after the Appropriation
Date (and in any event within 30 days of the applicable
Appropriation Date).
12.6 The cash amount used by the Trustees to acquire Dividend
Shares for appropriation to any Participant must not exceed
the Dividend Share Limit. Any cash amount remaining in the
Trustees' hands after the Dividend Share Limit has been
applied shall be paid by the Trustees to the Participant as
soon as practicable (and in any event within 30 days of the
applicable Appropriation Date).
13 TRANSFER OF DIVIDEND SHARES
13.1 In accordance with the Free Share Agreement and/or Partnership
Share Agreement entered into between a Participant and the
Company under Rules 2 and/or 5 a Participant may direct the
Trustees to transfer the legal ownership of his Dividend
Shares to him at any time on or after the Release Date that
applies to them.
13.2 Any direction given by a Participant under Rule 13.1 must be
in the form (or substantially in the form) of Schedule Six,
adapted as appropriate. The Trustees will transfer the
relevant Dividend Shares as soon as practicable after receipt
of the direction.
57
14 CESSATION OF EMPLOYMENT
14.1 In the event of a Participant ceasing to be employed by the
Group at any time by reason of:
14.1.1 injury, disability, redundancy (within the meaning of
the Employment Rights Act 1996); or
14.1.2 a T.U.P.E transfer; or
14.1.3 a change of control or other circumstances ending the
Associated Company status of the company by which he
is employed; or
14.1.4 retirement on or after reaching Retirement Age; or
14.1.5 death
the Directors shall procure that his Dividend Shares are
transferred to him or his personal representatives by the
Trustees as soon as practicable after such cessation.
14.2 In the event of a Participant ceasing to be employed by the
Group in any circumstances other than those set out in Rule
14.1 before the applicable Tax Free Date the Directors shall
procure that his Dividend Shares are transferred to him by the
Trustees, subject to the disposal by the trustees of
sufficient Free Shares to enable them to meet their PAYE
liabilities or payment to the Trustees by the Participant of a
sum equal to income tax at the appropriate rate on the cash
amount of the dividends used to acquire those Dividend Shares
less the aggregate amount of any tax paid on any Capital
Receipt in respect of those Dividend Shares that has already
been subject to income tax, in accordance with the Free Share
Agreement and/or Partnership Share Agreement that relates to
them, as soon as practicable (and in any event within 30 days)
after such cessation.
58
14.3 TAKEOVERS
A Participant may during the Holding Period direct the
Trustees:
14.3.1 to accept an offer for any of his Dividend Shares if
the acceptance or agreement will result in a new
holding being equated with those Shares for the
purposes of capital gains tax; or
14.3.2 to accept an offer of a qualifying corporate bond
(whether alone or with other assets or cash or both)
for his Dividend Shares if the offer forms part of
such a general offer as is mentioned in paragraph
32(c) of the Schedule; or
14.3.3 to accept an offer of cash, with or without other
assets, for his Free Shares if the offer forms part
of a general offer which is made to holders of shares
of the same class as his Shares, or to holders of
shares in the same company and which is made in the
first instance on a condition such that if it is
satisfied the person making the offer shall have
control of that company, within the meaning of
section 416 of the Act; or
14.3.4 to agree to a transaction affecting their Dividend
Shares or such of them as are of a particular class,
if the transaction would be entered into pursuant to
a compromise, arrangement or scheme applicable to or
affecting:
a) all of the ordinary share capital of the
Parent or, as the case may be, all the
shares of the class in question; or
b) all the shares, or all the shares of the
class in question, which are held by a class
of shareholders identified otherwise than by
reference to their employment or their
participation in a plan approved under the
Schedule.
59
PART FIVE - GENERAL
15 ACQUISITION OF SHARES FOR APPROPRIATION
15.1 The Trustees may upon the direction of the Directors, purchase
Shares from time to time until the Dealing Day preceding the
relevant Appropriation Date/Acquisition Date. Such Shares may
be purchased on the New York Stock Exchange or privately
(provided that any such private purchase made at the time when
the Shares are listed is made at a price which is equivalent
to the middle market quotation for such Shares on the New York
Stock Exchange for the Dealing Day preceding the day in
question).
15.2 The Trustees, at the direction of the Directors, may subscribe
for Shares for appropriation/acquisition on behalf of Eligible
Employees under the Plan on the relevant Appropriation Date or
Acquisition Date as appropriate, and the price per Share at
which the Trustees subscribe for such Shares shall be the
greater of:
15.2.1 the nominal value of a Share on the date of
subscription; and
15.2.2 the Market Value of a Share.
15.3 Contributions to be made by the Company and each Participating
Company to the Trustees to support any purchase of or
subscription for Shares to be made by the Trustees for
appropriation on any Appropriation Date shall be paid not
later than the Dealing Day immediately prior to the relevant
Appropriation Date.
15.4 Where the Trustees on an Appropriation Date/Acquisition Date
appropriate/acquire on behalf of Eligible Employees Shares a
proportion of which rank for any dividend or other rights by
reference to a record date preceding the relevant
Appropriation Date/Acquisition Date and a proportion of which
do not, then the Shares to be
60
appropriated to each Eligible Employee/acquired on behalf of
each Eligible Employee shall as far as practicable be in the
same proportions thereto.
15.5 Where Shares are transferred to the Trustees:
a. by the trustees of an employee share ownership trust;
and
b. the transfer qualifies under S.69 (3AA) Finance Xxx
0000;
those Shares
15.5.1 must not be awarded to Participants as Partnership
Shares; and
15.5.2 must be included in any appropriation of Free Shares
or Matching Shares in precedence to any other Shares.
16 ISSUE OF SHARES AND DIVIDENDS
16.1 All Shares issued under the Plan 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.
16.2 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 or any Shares
pursuant to the Plan application shall be made to the New York
Stock Exchange for admission to the Exchange.
16.3 Unless the Directors have determined that dividends shall be
reinvested in accordance with Rule 12.1, all dividends payable
in respect of Plan Shares shall be paid in cash by the Company
to the Trustees who will then distribute such dividends to
each Participant
61
according to the number of Plan Shares held by the Trustees on
his behalf.
16.4 Where the value of dividends paid in respect of the Plan
Shares held on behalf of any Participant in any Year of
Assessment exceeds the Dividend Share Limit such dividends in
excess of the Dividend Share Limit shall be paid in accordance
with Rule 16.3 notwithstanding any election by a Participant.
16.5 If the Trustees receive any foreign cash dividend in respect
of Plan Shares, they shall give the Participant notice of the
amount of any foreign tax already deducted.
17 DISPOSALS AND PAYMENT
17.1 The Trustees shall not dispose of any Plan Shares which have
been appropriated to a Participant (whether to the Participant
concerned or otherwise) except in accordance with Clause 7 of
the Deed.
17.2 Upon receipt of a sum of money being (or being part of) the
proceeds of any disposal or Capital Receipt in respect of any
Plan Shares, the Trustees shall (subject to compliance with
the provisions of the Act) account to the Participant for any
balance remaining in their hands and relating to such Plan
Shares, provided that any Capital Receipt of less than L.3
distributable to a particular Participant may be retained by
the Trustees.
17.3 Upon receipt of any money or money's worth in respect of or by
reference to any Plan Shares, the Trustees shall pay it over
to the Participant as soon as possible.
62
18 STAMP DUTY
18.1 No stamp duty on any transfer of Shares by the Trustees shall
be payable in the case of a transfer into the name of the
Participant.
18.2 In the case of any other transfer, stamp duty shall be payable
by the Participant or the purchaser from the Participant.
19 DISPUTES
The decision of the Directors 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.
20 RIGHTS ON TERMINATION OF EMPLOYMENT
In no circumstances shall any person who has ceased to be an employee
of the Company or any Subsidiary 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 or Subsidiary or
the Trustees any compensation for or in respect of any consequential
loss he may suffer by reason of the operation of the terms of the Plan
or of the provisions of the Act, including in respect of any liability
to Income Tax or National Insurance Contributions.
21 DUTY TO ACCOUNT FOR PAYE ETC
21.1 Where the Trustees receive a sum of money which constitutes
(or forms part of):
21.1.1 the proceeds of a disposal of Shares; or
63
21.1.2 a Capital Receipt; or
then, if required by and in accordance with the provisions of
paragraphs 94, 95 and 96 of the Schedule they shall pay to the
relevant Participating Company out of that sum of money an
amount equal to that on which income tax is payable and the
relevant Participating Company shall then pay over that amount
to the Participant in question but in so doing shall make a
PAYE deduction unless such Participant shall have ceased to be
employed by the Participating Company when the Trustees
receive such sum as referred to in Rule 18.2, in which case
the Trustees shall pay over the amount to the Participant but
in so doing shall deduct United Kingdom income tax at the
appropriate rate for the time being in force on an amount
equal to that on which income tax is payable together with a
deduction of any Primary Class I National Insurance liability
which may arise.
21.2 Where the Trustees receive from a Participant who has directed
them to transfer the ownership of his Plan Shares to him at
any time before the Tax Free Date the sum calculated in
accordance with either Rule 2.2 or Rule 6.2 or Rule 9.2 that
sum shall be treated as a PAYE deduction by the Trustees as
well as a deduction of any Primary Class I National Insurance
liability required.
21.3 The Trustees shall maintain such records as may be necessary
to enable them to carry out their obligations under paragraphs
95 and 96 of the Schedule, including records of all payments
to the Company and all sums deducted by the Trustees falling
within Rule 21.1 and all sums received from Participants
falling within Rule 21.2.
21.4 The Trustees shall inform each Participant in writing of any
facts relevant to determining the liability (if any) of that
Participant to income tax under Schedule E or F or Case V of
Schedule D or to Primary Class I National Insurance by reason
of an occurrence of an event under the Plan in relation to his
Plan Shares.
64
22 ALTERATIONS
Subject to the concurrence of the Trustees evidenced in a deed
supplemental hereto, the Rules of the Plan may be altered in accordance
with the following provisions of this Rule PROVIDED that no purported
alteration shall be effective if, as a result, the Plan would cease to
be an employees' share scheme. Any such alterations shall be binding on
all Participating Companies.
22.1 The Directors may, prior to the approval of the Plan under the
provisions of the Schedule by the Inland Revenue, alter the
Rules of the Plan as may be necessary in order to obtain such
approval.
22.2 Subject to Rule 22.3, after the date on which the Plan is
approved by the Inland Revenue under the provisions of the
Schedule, the Directors may in their discretion alter the
Rules provided that so long as the Plan remains approved by
the Inland Revenue no such alteration of a Key Feature shall
be effective until approved by the Inland Revenue.
22.3 Where any alteration under Rule 22.2 is to the advantage of
Participants (present or future), it will not be effective
unless either:
22.3.1 it is made with the prior sanction of an ordinary
resolution of the Company in general meeting; or
22.3.2 it is a minor amendment which the Directors consider
necessary or desirable in order to benefit the
administration of the Plan; or
22.3.3 it is an amendment which the Directors consider
necessary or desirable to take account or advantage
of a change in the Act, the Schedule or any other
legislation or to obtain or maintain favourable tax,
exchange control, or regulatory treatment for
Participants (present or future) or any Participating
Company.
65
22.4 No alteration which purports to enlarge the obligations or
restrict the rights of any Participant in respect of Plan
Shares already appropriated to him or acquired on his behalf
shall be effective.
23 GENERAL
23.1 The Plan shall continue for a period of ten years commencing
on the date of the Trust Deed unless terminated earlier by
resolution of the Directors, in which case Rule 23.2 shall
apply.
23.2 In the event of the termination of the Plan by resolution of
the Directors in accordance with Rule 23.1 the Directors shall
ensure that a plan termination notice is sent without delay
to:
23.2.1 the Inland Revenue;
23.2.2 the Trustees; and
23.2.3 each Participant,
and the date on which such plan termination notice is sent
shall be the first day of the Termination Period.
23.3 Once the Termination Period has begun;
23.3.1 no further shares may be awarded to Eligible
Employees;
23.3.2 the Trustees must (as soon as is practicable after
the later of the end of the Termination Period or the
first date on which the shares may be removed from
the Plan without giving rise to a
66
charge to Income Tax on the Participant on whose
behalf they are held) either transfer all Plan Shares
held by them to the Participant on whose behalf they
are held (or, at his direction, to another person or,
if appropriate to his personal representatives) or
dispose of such Plan Shares and account to each such
Participant (or, at his direction, to another person
or, if appropriate to his personal representatives)
for the proceeds;
23.3.3 the Trustees must, as soon as practicable, ensure
that any Partnership Share Money (or other money)
held on behalf of a Participant is paid to him;
23.3.4 the Trustees must ensure that any cash dividend that
has not been reinvested pursuant to Clause 2.4 of the
Trust Deed is paid over to each Participant.
24 GOVERNING LAW
The Plan is governed by and shall be construed in accordance with the
laws of
England.
67
SCHEDULE TWO
XXXXXXXX-XXXXX shareplus UK
Letter of Offer
[DATE]
Dear [ ]
XXXXXXXX-XXXXX SHAREPLUS UK
("THE PLAN")
The Directors of the Company would like to offer you the opportunity to
participate in the Plan. The basis of your participation on this occasion is as
follows:
[1] You are entitled to be appropriated Free Shares in the Parent with a value
of [L. ] in accordance with the terms set out in Part A of the appendix to
this letter [; and]
[2] You are entitled to be appropriated Free Shares in the Parent in accordance
with the terms set out in Part A of the appendix to this letter. The value of
the Free Shares that will be appropriated to you depends on the satisfaction of
the Performance Related Formula. This formula applies to you as part of the
[ division/team] and is as follows [insert formula applicable to
participant].
[3] You are also entitled to acquire Partnership Shares in the Parent up to
the value of [L.125 per month] but not more than 10% of your salary [which will
be matched by the Company on a [ ] basis as described in Part C of the
appendix to this letter] in accordance with Part B of the appendix to this
letter.]
In order to consent to being included in this appropriation you must complete
the Agreement which is enclosed and return it to [ ] no later than [date:
dependent on type of shares being offered. See Rules 2.1 and 5.1].
Yours faithfully
68
APPENDIX TO LETTER OF OFFER
PART A
This offer is the offer of Free Shares to Eligible Employees in accordance with
the Rules of the Plan. The terms of the offer are as follows:
1. The offer is made to all employees of [the Company] [the Participating
Companies] [who had been so employed on [ ] for a period of [ ]];
2. An Eligible Employee must have returned the completed Free Share
Agreement as directed by [ ];
3. The terms upon which the Free Shares are held will be as follows:
(a) Free Shares will be registered in the name of the Trustees;
(b) the Trustees shall not dispose of any Free Shares (except in
accordance with the terms of the Plan);
(c) the Holding Period applicable to the Free Shares is [ ] years
from [Appropriation Date]. After being held by the Trustees
until the Release Date, [ ], the Trustees shall, if the
Participant so requests, transfer the Free Shares to him or
any other person of whom they have received notice in writing
that the beneficial ownership of the Free Shares is vested. If
no such request is made the Free Shares shall remain held by
the Trustees until the Participant ceases to be employed [by
the Company];
(d) if the Participant ceases to be employed by [the Group] the
Free Shares will be dealt with according to Rule [4] of the
Plan.
69
[PART B
This offer is the offer to Eligible Employees to purchase Partnership Shares in
accordance with the Rules of the Plan. The terms of the offer are as follows:
1. The offer is made to all employees of [the Company] [the Participating
Companies] [who had been so employed on [ ] for a period of [ ];
2. An Eligible Employee may apply to purchase Partnership Shares by
returning the completed Agreement as directed by [ ]:
3. Eligible Employees may purchase Partnership Shares up to a maximum of
[L. ] [but not more than 10% of their salary] and a minimum
value of [L. ] by authorising the Company to make
deductions from their salary each [week/month];
4. The terms upon which the Partnership Shares are held will be as
follows:
(a) Partnership Shares will be purchased using the deductions from
Eligible Employees' salaries; [timing of purchase;
accumulation period]
(b) Partnership Shares will be registered in the name of the
Trustees;
(c) the Trustees shall not dispose of any Partnership Shares
(except in accordance with the terms of the Plan);
(d) the Trustees shall, if the Participant so requests at any time
transfer the Partnership Shares to him or any other person of
whom they have received notice in writing that the beneficial
ownership of the Partnership Shares is vested;
(e) [if the Participant requests the Trustees to transfer his
Partnership Shares to him or any other person before the
Release Date, [ ], the Matching Shares appropriated to the
Participant that relate to those Partnership Shares shall be
forfeited in accordance with the Rules of the Plan.]
70
[PART C
This offer is the offer of Matching Shares to Eligible Employees in accordance
with the Rules of the Plan. The terms of the offer are as follows:
1. The offer is made to all employees of [the Company] [the Participating
Companies] [who had been so employed on [ ] for a period of [ ]];
2. Eligible Employees must have applied to purchase Partnership Shares by
returning the completed Partnership Share Agreement as directed by
[ ];
3. The Trustees will appropriate to each such Eligible
Employee/Participant [two] Matching Shares for each Partnership Share
purchased by the Eligible Employee;
4. The terms upon which the Matching Shares are held will be as follows:
(a) Matching Shares will be registered in the name of the
Trustees;
(b) the Trustees shall not dispose of any Matching Shares (except
in accordance with the terms of the Plan);
(c) the Holding Period applicable to the Matching Shares is [ ]
years from [Appropriation Date]. After being held by the
Trustees until the Release Date, [ ], the Trustees shall, if
the Participant so requests, transfer the Matching Shares to
him or any other person of which they have received notice in
writing that the beneficial ownership of the Matching Shares
is vested. If no such request is made the Matching Shares
shall remain held by the Trustees until the Participant ceases
to be employed by [the Company];
(d) if the Participant ceases to be employed by [the Group] the
Matching Shares will be dealt with according to the Rule [10]
of the Plan;
[(e) if the Participant requests the Trustees to transfer his
Partnership Shares to him or to any other person before [ ]
he will forfeit his Matching Shares in accordance with the
Rules of the Plan:]]
NOTE: Defined Terms have the same meanings as in the Trust Deed and
Rules relating to the Plan.
71
SCHEDULE THREE
XXXXXXXX-XXXXX SHAREPLUS UK
FREE SHARE AGREEMENT
PLEASE USE BLOCK CAPITALS AND READ THE WHOLE OF THE AGREEMENT
BEFORE SIGNING BELOW
THIS FREE SHARE AGREEMENT IS BETWEEN:
PARTICIPANT ("THE PARTICIPANT") COMPANY ("THE COMPANY")
Name: Name:
Home Address: Registered Address:
Payroll Number: Registered Number:
THIS FREE SHARE AGREEMENT SETS OUT THE TERMS ON WHICH THE PARTICIPANT AGREES TO
TAKE PART IN XXXXXXXX-XXXXX SHAREPLUS UK (THE "PLAN") AND IS SUBJECT TO THE
RULES OF THE PLAN. THE DEFINITIONS IN THE PLAN RULES APPLY TO THIS FREE SHARE
AGREEMENT:
PARTICIPANT
1. I confirm that I am eligible to participate in the Plan.
2. I agree to accept the Free Shares in Xxxxxxxx-Xxxxx Corporation
appropriated to me under the Plan.
3. I agree to leave the Free Shares in the hands of the Trustees, and not
to assign, charge or otherwise dispose of my beneficial interest in the
shares for the whole of the Holding Period, which will end on [insert
date].
72
4. I have read this Free Share Agreement and agree to be bound by it and
by the Rules of the Plan
5. [I agree that all dividends paid on my Free Shares will be used by the
Trustees to buy more shares in Xxxxxxxx-Xxxxx Corporation ("Dividend
Shares") for me in accordance with the Rules of the Plan.]
6. I agree to leave the Dividend Shares in the hands of the Trustees, and
not to assign, charge or otherwise dispose of my beneficial interest in
the Dividend Shares for the whole of the Holding Period of 3 years.
COMPANY
8. The Company agrees to arrange for shares in Xxxxxxxx-Xxxxx Corporation
to be appropriated to me, according to the Rules of the Plan.
9. The Company has decided that the value of Free Shares appropriated to
each Eligible Employee will be based on [Insert the method chosen from
Rule 2.3 for determining the value of Free Shares to be appropriated
and, if applicable, either an explanation of the Performance Related
Formula or a cross reference to it].
RIGHTS AND OBLIGATIONS
1. I agree that taking part in the Plan does not affect my rights,
entitlements and obligations under my contract of employment, and does
not give me any rights or additional rights to compensation or damages
if my employment ceases.
2. I can at any time withdraw from this agreement, by writing to my
employer.
3. I agree that withdrawal from this agreement will not affect the terms
on which I agreed to accept any shares that have already been
appropriated to me under the Rules of the Plan.
73
4. I may ask the Trustees for my Free Shares [and Dividend Shares] at any
time after the end of the Holding Period, but I may have to pay income
tax and National Insurance Contributions when they are taken out of the
Plan.
5. I agree to allow the Trustees to sell some or all of my Free Shares
[and Dividend Shares] to pay any income tax and National Insurance
Contributions in respect of my Free Shares [and Dividend Shares]
ceasing to be subject to the Plan, unless I provide them in advance
with sufficient funds to pay these amounts.
6. [I understand that I will lose my Free Shares if I cease to be in
Relevant Employment before the end of the Forfeiture Period of [ ]
years unless the employment ceased for one of the following reasons:
a) injury or disability
b) redundancy
c) transfer of employment to which the Transfer of Undertaking
Protection of Employment) Regulations 1981 apply
d) retirement on or after reaching Retirement Age
e) death
f) change of control or other circumstances ending the Associated
Company status of my employing company.]
7. If there is a rights issue, I agree to allow the Trustees to sell some
of the rights attached to my shares in the Plan, in order to fund the
exercise of the rights attached to other shares held by me in the Plan.
[DIVIDEND REINVESTMENT
8. Cash dividends will be used to buy more shares ("Dividend Shares") for
me.
74
9. Any amount over L.1,500 in each tax year will be paid to
me.
10. Any amount below L.1,500 not used to buy shares shall be
carried forward and added to the next cash dividend to be reinvested.]
Signature: Date / /
------------------------------ ---- ----- ----
75
SCHEDULE FOUR
XXXXXXXX-XXXXX SHAREPLUS UK
PARTNERSHIP SHARE AGREEMENT
PLEASE USE BLOCK CAPITALS AND READ THE WHOLE OF THE AGREEMENT
BEFORE SIGNING BELOW
THIS PARTNERSHIP SHARE AGREEMENT IS BETWEEN:
PARTICIPANT ("THE COMPANY ("THE TRUSTEES ("THE
PARTICIPANT) COMPANY") TRUSTEES")
Name: Name: Name:
Home Address: Registered Address: Registered Address [if any]
Payroll Number Registered Number:
THIS PARTNERSHIP SHARE AGREEMENT SETS OUT THE TERMS ON WHICH THE PARTICIPANT
AGREES TO BUY SHARES UNDER THE XXXXXXXX-XXXXX SHAREPLUS UK (THE "PLAN") AND IS
SUBJECT TO THE RULES OF THE PLAN. THE DEFINITIONS IN THE PLAN RULES APPLY TO
THIS PARTNERSHIP SHARE AGREEMENT.
NOTICE TO PARTICIPANT ABOUT POSSIBLE EFFECT ON BENEFITS
Deductions from your pay to buy Partnership Shares under this agreement may
affect your entitlement to, or the level of, some contributory social security
benefits, statutory maternity pay and statutory sick pay. They may also have a
similar effect in respect of some contributory social security benefits paid to
your wife or husband. With this agreement you should have been given information
on the effect of deductions from your pay to buy
76
Partnership Shares on entitlement to social security benefits, statutory sick
pay and statutory maternity pay. The effect is particularly significant if your
earnings are brought below the lower earnings limit for National Insurance
purposes, and is explained in the information: it is therefore important that
you read it. If you have not been given a copy, ask your employer for it.
Otherwise a copy may be obtained from any office of the Inland Revenue, the
Department of Social Security, or, in Northern Ireland, the Department for
Social Development. You should take the information you have been given into
account in deciding whether to buy Partnership Shares.
PARTICIPANT
1. I confirm that I am eligible to participate in the Plan.
2. I agree to allow my employer to deduct the following amount per
[week/month] from my Salary:
[L. ] [insert amount between
[L.10] and L.125 [per
month] and not more
than 10% of Salary
3. [I agree that these deductions will be used to buy Partnership Shares
in Xxxxxxxx-Xxxxx Corporation for me] OR
[I agree that the Trustees will accumulate my deductions from [Company
to specify beginning and end of Accumulation Period] and buy
Partnership Shares in Xxxxxxxx-Xxxxx Corporation for me after the end
of the Accumulation Period.]
4. I understand that shares may fall in value as well as rise.
5. I have read this Partnership Share Agreement and agree to be bound by
it and by the Rules of the Plan.
6. [I agree that all dividends paid on my shares will be used by the
Trustees to buy more shares in Xxxxxxxx-Xxxxx Corporation ("Dividend
Shares") for me in accordance with the Rules of the Plan. I agree to
accept the Dividend Shares bought for me and leave
77
them in the hands of the Trustees, and not to assign, charge or
otherwise dispose of my beneficial interest in the shares for the whole
of the whole of the Holding Period of 3 years.
7. [I agree to accept Matching Shares in Xxxxxxxx-Xxxxx Corporation
appropriated to me under the Plan and leave them in the hands of the
Trustees, and not to assign, charge or otherwise dispose of my
beneficial interest in the shares for the whole of the Holding Period
applicable to them.]
COMPANY
8. The Company agrees to arrange for shares in Xxxxxxxx-Xxxxx Corporation
to be bought for me, according to the Rules of the Plan.
9. The Company agrees to provide [insert number] Matching Share(s) for
every [insert number] Partnership Share(s) bought for me.
10. The Company undertakes to notify me of any restriction on the number of
Partnership Shares available.
TRUSTEES
11. The Trustees agree to keep my Salary deductions in [insert name of
bank/building society] until they are used to buy shares in
Xxxxxxxx-Xxxxx Corporation for me.
Signature: Date / /
------------------------------ ---- ----- ----
78
RIGHTS AND OBLIGATIONS
1. I agree that taking part in the Plan does not affect my rights,
entitlements and obligations under my contract of employment, and does
not give me any rights or additional rights to compensation or damages
if my employment ceases.
2. I may stop the deductions at any time, or begin them again, by writing
to my employer, but I may not make up any amounts missed when
deductions were stopped.
3. I agree that the deductions from my salary, or the number of shares
that I receive may be scaled down if the limit on the number of shares
set by the Company available is exceeded.
4. I can at any time withdraw from this agreement by writing to my
employer. Any unused deductions will be returned to me after the
deduction of any necessary income tax or National Insurance
Contributions.
5. I agree that withdrawal from this agreement will not affect the terms
on which I agreed to buy shares already held for me under the Plan.
6. I may ask the Trustees for my Partnership Shares at any time, but I may
have to pay income tax and National Insurance Contributions when they
are taken out of the Plan.
7. I agree to allow the Trustees to sell some or all of my shares to pay
any income tax and National Insurance Contributions in respect of my
shares ceasing to be subject to the Plan, unless I provide them in
advance with sufficient funds to pay these amounts.
8. I agree that any deductions not used to buy shares will at the
discretion of the Trustees be repaid to me after the deduction of any
necessary income tax or National Insurance Contributions, or will be
carried forward and added to the next deduction or Accumulation Period.
79
9. If there is a rights issue, I agree to allow the Trustees to sell some
of the rights attaching to my shares in the Plan, in order to fund the
exercise of the rights attached to other shares held by me in the Plan.
[ACCUMULATION PERIOD
10. The Accumulation Period shall come to an end when [specify nature of
event(s)], but this agreement shall continue until terminated by any
party giving notice to the others.
11. I may only restart deductions once in every [insert number] months.]
[MATCHING SHARES[AND DIVIDEND SHARES]]
12. The ratio of Matching Shares to Partnership Shares is [insert ratio -
not more than 2:1] and may be varied by the Company. The circumstances
and manner in which the ratio may be varied are [company to specify
details here].
13. If the ratio varies, the Company will notify me before the Partnership
Shares are bought for me.
14. I agree to leave the Matching Shares in the hands of the Trustees, and
not to assign, charge or otherwise dispose of my beneficial interest in
the Matching Shares for the whole of the Holding Period applicable to
them.
15. I may ask the Trustees for my Matching Shares [and Dividend Shares] at
any time after the end of the Holding Period, but I may have to pay
income tax and National Insurance Contributions when they are taken out
of the Plan.
16. I agree to allow the Trustees to sell some or all of my Matching Shares
[and Dividend Shares] to pay any income tax and National Insurance
Contributions in respect of my Matching Shares [and Dividend Shares]
ceasing to be subject to the Plan, unless I provide them in advance
with sufficient funds to pay these amounts.
80
17. If there is a rights issue, I agree to allow the Trustees to sell some
of the rights attached to my shares in the Plan to exercise the rights
attached to other shares held by me in the Plan.
[I will lose my Matching Shares if I withdraw the Partnership Shares in respect
of which the Matching Shares were appropriated before the end of the Forfeiture
Period of [ ] years applicable to the Matching Shares.]
[I will lose my Matching Shares if I cease to be in Relevant Employment before
the end of the Forfeiture Period of [ ] years, unless the employment ceased for
one of the following reasons:
a) injury or disability
b) redundancy
c) transfer of employment to which the Transfer of Undertaking (Protection
of Employment) Regulations 1981 apply
d) retirement on or after reaching Retirement Age
e) death
f) change of control or other circumstances ending the Associated Company
status of my employing company.]
PARTNERSHIP SHARE MONEY HELD BY TRUSTEES
18. The Trustees are under no obligation to keep the deductions in an
interest-bearing account, but if they do, they will pay the interest to
me.
[DIVIDEND REINVESTMENT
19. Cash dividends will be used to buy more shares ("Dividend Shares") for
me.
20. Any amount over L.1500 in each tax year will be paid to me.
21. Any amount below L.1500 not used to buy shares shall be
carried forward and added to the next cash dividend to be reinvested.]
81
SCHEDULE FIVE
XXXXXXXX-XXXXX shareplus UK
Notice of Appropriation
To: [Name] Appropriation Date:
[Address]
From: The Trustees of the Xxxxxxxx-Xxxxx shareplus UK
The Trustees of the Plan have today made an appropriation to you of [ ]
[ordinary] shares of [ ]p each in Xxxxxxxx-Xxxxx under the Plan (Free Shares).
Their Market Value on the Appropriation Date is [ ] per share.
The Holding Period in respect of these shares is [ ] years.
Yours faithfully
for and on behalf of
[ ]
82
SCHEDULE SIX
XXXXXXXX-XXXXX shareplus UK
Direction to transfer Shares
To: The Trustees of Xxxxxxxx-Xxxxx shareplus UK
A. FREE SHARES
This notice applies to the Free Shares that were appropriated to me on
[Appropriation Date]. The Release Date applicable to those shares was [Release
Date] and the Tax Free Date applicable to them is [Tax Free Date].
I hereby direct you to transfer the legal ownership of [ ] Free Shares to
[me][other] as soon as practicable, in accordance with the Rules of the Plan.
I understand that if the Tax Free Date has not yet been reached you will
withhold the amount necessary to pay income tax on my behalf on the appropriate
value of the Free Shares as well as any amount necessary to satisfy any Primary
Class I National Insurance liability that may arise, in accordance with the
terms of the Agreement that relates to them.
B. PARTNERSHIP SHARES
This notice applies to the Partnership Shares that were acquired by you on my
behalf on [Acquisition Date]. The Release Date applicable to them is [Release
Date] and the Tax Free Date applicable to them is [Tax Free Date].
I hereby direct you to transfer the legal ownership of [ ] Partnership
Shares to [me][other] as soon as practicable, in accordance with the Rules of
the Plan.
I understand that if the Tax Free Date has not yet been reached you will
withhold the amount necessary to pay income tax on the appropriate value of the
Partnership Shares as
83
well as any amount necessary to satisfy any Primary Class I National Insurance
liability that may arise, in accordance with the terms of the Agreement that
relates to them.
[I understand that if the Release Date has not yet been reached the Matching
Shares that were appropriated to me on [Appropriation Date] will be forfeited by
this direction and that I shall have no further entitlement to them.]
C. MATCHING SHARES
This notice applies to the Matching Shares that were appropriated to me on
[Appropriation Date]. The Release Date applicable to those shares was [Release
Date] and the Tax Free Date applicable to them is [Tax Free Date].
I hereby direct you to transfer the legal ownership of [ ] Matching
Shares to [me][other] as soon as practicable, in accordance with the Rules of
the Plan.
I understand that if the Tax Free Date has not yet been reached you will
withhold the amount necessary to pay income tax on the appropriate value of the
Matching Shares as well as any amount necessary to satisfy any Primary Class I
National Insurance liability that may arise, in accordance with the terms of the
Agreement that relates to them.
D. DIVIDEND SHARES
This notice applies to the Dividend Shares that were appropriated to me on
[Appropriation Date]. The Release Date applicable to those shares was [Release
Date] and the Tax Free Date applicable to them is [Tax Free Date].
I hereby direct you to transfer the legal ownership of [ ] Dividend
Shares to [me][other] as soon as practicable, in accordance with the Rules of
the Plan.
84
I understand that if the Tax Free Date has not yet been reached you will
withhold the amount necessary to pay income tax on the Market Value of the
Dividend Shares as well as any amount necessary to satisfy any Primary Class I
National Insurance liability that may arise, in accordance with the terms of the
agreement that relates to them.
Signed: Date:
-------------------------------------- ----------------------------------
85
SCHEDULE SEVEN
XXXXXXXX-XXXXX shareplus UK
Notice of Acquisition[/Appropriation]
To: [Name] Acquisition[/Appropriation] Date:
[Address]
From: The Trustees of Xxxxxxxx-Xxxxx shareplus UK
The Trustees of the Plan have today acquired on your behalf [ ] [ordinary]
shares of [ ]p each in Xxxxxxxx-Xxxxx Corporation under the Plan (Partnership
Shares). In their acquisition of the above shares the Trustees used [ ] of
your Partnership Share Money, leaving [ ].
The Market Value of the Partnership Shares on the Acquisition Date is [ ]
per share. There is no Holding Period in respect of these shares.
[In addition, the Trustees have today made an appropriation to you of [ ]
[ordinary] shares of [ ]p each in Xxxxxxxx-Xxxxx Corporation under the Plan
(Matching Shares). Their Market Value on the Appropriation Date is [ ] per
share.] The Holding Period in respect of these shares is [ ] years.
Yours faithfully
for and on behalf of
86
SCHEDULE EIGHT
Deed of Adherence
THIS DEED is made the day of 20
BETWEEN
(1) XXXXXXXX-XXXXX HOLDING LTD whose registered office is at [ ] ("the
Company")
(2) [Trustee Limited] whose registered office is at [ ] ("the
Trustees"); and
(3) [ ] whose registered office is at [ ] ("the New Participating
Company")
RECITALS
(A) This Deed is supplemental to a Deed dated [ ] and made between the
Company and the Trustees (hereinafter called the "Principal Deed")
whereby the Company established Xxxxxxxx-Xxxxx shareplus UK
(hereinafter called "the Plan").
(B) The New Participating Company is controlled by the Company within the
meaning of Section 840 of the Income and Corporation Taxes Act 1988 and
is a subsidiary of the Company within the meaning of Section 736 of the
Companies Xxx 0000.
(C) In pursuance of the power contained in Clause 4 of the Principal Deed,
the Company has agreed that subject to its entering into this Deed of
Adherence, the New Participating Company may become a Participating
Company for the purposes of the Plan.
THIS DEED PROVIDES as follows:
1. The Company hereby agrees that the New Participating Company shall be a
Participating Company for the purposes of the Plan.
87
2. The New Participating Company hereby covenants with the Company and
with the Trustees that it will observe and perform all covenants,
conditions and provisions contained in the Principal Deed and all the
provisions of the Plan applicable to Participating Companies.
IN WITNESS whereof the parties hereto have caused this Deed to be executed the
day and year first before written
THE COMMON SEAL OF )
XXXXXXXX-XXXXX HOLDING LTD )
was hereunto affixed in )
the presence of: )
Director
Secretary
SIGNED as a DEED )
by [ ] )
Limited )
ACTING by )
Director
Secretary
THE COMMON SEAL OF )
[the New Participating )
Company] was )
hereunto affixed in the )
presence of: )
Director
Secretary
88
SCHEDULE NINE
XXXXXXXX-XXXXX shareplus UK
Notice of Performance Related Formula
For the attention of ALL employees of Xxxxxxxx-Xxxxx
89
SCHEDULE TEN
XXXXXXXX-XXXXX shareplus UK
Notice of Appropriation - Dividend Shares
To: [Name] Appropriation Date:
[Address]
From: The Trustees of the Xxxxxxxx-Xxxxx Share Incentive Plan
The Trustees of the Plan have today acquired on your behalf [ ] [ordinary]
shares of [ ]p in Xxxxxxxx-Xxxxx Corporation under the Plan (Dividend Shares).
Their Market Value on the Appropriation Date is [ ] per share. The Holding
Period in respect of these shares is [ ] years.
The amount of the cash dividend which is insufficient to acquire a share is
L....... This sum is held by the Trustees and carried forward to your account.
Yours faithfully
For and on behalf of
[ ]
90
