exv4w12






Exhibit 4.12




GLAXOSMITHKLINE PLC




RULES OF THE GLAXOSMITHKLINE 2009

SHARE VALUE PLAN




Directors’ Adoption: 28 May 2009









Linklaters LLP

One Silk Street

London EC2Y 8HQ




Telephone (+44) 20 7456 2000

Facsimile (+44) 20 7456 2222




Ref Clare Peake





 









 








Table of Contents




	 	 	 	 	 	 	 
	Contents	 	Page	 
	 
	 	 	 	 	 	 
	1
	 	Meaning of words used	 	 	1	 
	 
	 	 	 	 	 	 
	2
	 	Granting Awards	 	 	2	 
	 
	 	 	 	 	 	 
	3
	 	Dividends and dividend equivalents	 	 	3	 
	 
	 	 	 	 	 	 
	4
	 	Vesting of Awards	 	 	3	 
	 
	 	 	 	 	 	 
	5
	 	Lapse of Awards in connection with conduct	 	 	5	 
	 
	 	 	 	 	 	 
	6
	 	Leaving employment	 	 	5	 
	 
	 	 	 	 	 	 
	7
	 	Corporate Events	 	 	6	 
	 
	 	 	 	 	 	 
	8
	 	Tax	 	 	7	 
	 
	 	 	 	 	 	 
	9
	 	General Terms	 	 	7	 
	 
	 	 	 	 	 	 
	10
	 	Amendment and termination of the Plan	 	 	10	 
	 
	 	 	 	 	 	 
	11
	 	Governing Law	 	 	10	 
	 
	 	 	 	 	 	 
	Schedule 1 United States	 	 	11	 
	 
	 	 	 	 	 	 
	Schedule 2 France	 	 	12	 











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	1	 	Meaning of words used
	 
	 	 	In these rules:
	 
	 	 	“Award” means a right to acquire Shares (which may be a Conditional Award or a Nil-Cost
Option);
	 
	 	 	“Award Date” means the date on which an Award is granted or any other date which the
Committee sets in relation to an Award;
	 
	 	 	“Committee” means the board of directors of the Company or any person or group of persons to
whom some or all of its functions under the Plan are delegated;
	 
	 	 	“Company” means GlaxoSmithKline plc;
	 
	 	 	“Condition” means a condition to the Vesting of an Award imposed under rule 2.3;
	 
	 	 	“Conditional Award” means a conditional right to acquire Shares following Vesting;
	 
	 	 	“Dealing Restrictions” means restrictions on dealing in Shares imposed by any law,
regulation or Code of Practice (including the Model Code on dealings in securities set out
in rule 9, annex 1 of the Listing Rules relating to admission to the Official List
maintained by the Financial Services Authority for the purpose of section 74(1) of the
Financial Services and Markets Act 2000) or otherwise;
	 
	 	 	“Dividend Equivalents” means a right to cash or Shares as described in rule 3;
	 
	 	 	“Grantor” means the Member of the Group or other entity which has agreed to satisfy an Award
as required by these rules or, if no entity has so agreed, the Company;
	 
	 	 	“Market Value” means, in respect of any day, the closing middle market quotation of a Share
quoted on the London Stock Exchange for the immediately preceding day on which the relevant
market was open or, in the case of an American depository share, the closing price quoted on
the New York Stock Exchange for that same immediately preceding day;
	 
	 	 	“Member of the Group” means the Company, its subsidiaries from time to time or any other
company which the Committee determines should be treated as a Member of the Group for some
or all purposes;
	 
	 	 	“Nil-Cost Option” means a right to acquire Shares granted under the Plan following exercise;
	 
	 	 	“Participant” means a person who has been granted an Award or, following the death of a
Participant, his personal representatives;
	 
	 	 	“Plan” means this plan known as “The GlaxoSmithKline 2009 Share Value Plan” as amended from
time to time;
	 
	 	 	“Share” means a fully paid ordinary share in the capital of the Company, and, where the
context requires, includes an American depository share representing Shares;
	 
	 	 	“Short Term Deferral Period” means the period ending on 15 March after the end of
the calendar year in which Vesting occurs;
	 
	 	 	“Takeover” has the meaning given to it in rule 7.1;
	 
	 	 	“Vesting” means a Participant becoming entitled to receive the Shares comprised in his Award
and “Vest” shall be construed accordingly;




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	 	 	“Vesting Date” means a date on which an Award would normally Vest which will be set by the
Committee on the grant of the Award under rule 2.2.
	 
	2	 	Granting Awards
	 
	2.1	 	Selection of Participants
	 
	 	 	The Committee may select any employee of any Member of the Group to be granted an Award.
However, the Committee may not select a person who:






	 	2.1.1	 	is an executive director of the Company or a member of the Corporate Executive
Team; or
	 
	 	2.1.2	 	has given or received notice terminating their employment (except in
exceptional circumstances).






	2.2	 	Things to be decided when an Award is granted
	 
	 	 	When granting an Award the Committee will decide:






	 	2.2.1	 	the number of Shares subject to the Award;
	 
	 	2.2.2	 	the Vesting Date or Vesting Dates;
	 
	 	2.2.3	 	the terms of any Conditions;
	 
	 	2.2.4	 	whether the Award will take the form of a Nil-Cost Option (if the Committee
does not so decide, the Award will take the form of a Conditional Award);
	 
	 	2.2.5	 	whether or not the Award will carry Dividend Equivalents and, if it does,
whether or not they will be on a notional re-investment basis (see rule 3) (if the
Committee does not so decide, the Award will not carry Dividend Equivalents); and
	 
	 	2.2.6	 	which (if any) Schedules to the Plan will apply to the Award.






	2.3	 	Conditions
	 
	 	 	When granting an Award, the Committee may make its Vesting conditional on the satisfaction
of one or more conditions determined by it. The condition may provide that the Award will
lapse to the extent it is not satisfied.
	 
	 	 	The Committee may change or waive a Condition.
	 
	2.4	 	Timing of Awards
	 
	 	 	Subject to any Dealing Restrictions which prevent the grant of Awards, Awards may be granted
at any time.
	 
	2.5	 	Documentation of Awards
	 
	 	 	Each Award will be granted by deed. Each Participant will receive a certificate or statement
(electronically or in hard copy) summarising the principal terms of the Award.
	 
	2.6	 	Overseas schedules
	 
	 	 	The Committee may establish additional schedules to the Plan for the benefit of employees
outside the UK, based on the Plan but modified to take account of local tax, exchange
control or securities laws in overseas territories.




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	3	 	Dividends and dividend equivalents
	 
	3.1	 	No rights to dividends
	 
	 	 	A Participant shall not be entitled to vote, to receive dividends or to have any other
rights of a shareholder in respect of Shares subject to an Award unless and until the Shares
are transferred to the Participant.
	 
	3.2	 	Dividend Equivalents
	 
	 	 	If an Award carries Dividend Equivalents:






	 	3.2.1	 	unless the Committee decides otherwise, with effect from the payment date of
each ordinary dividend declared on Shares between the Award Date and the Vesting Date,
the number of Shares subject to the Award will be increased by the number of Shares
which could be bought with the amount of the dividend payable on that number of Shares
(including any previously added under this rule 3) on the basis of the market value of
a Share on the payment date; or
	 
	 	3.2.2	 	if the Committee decides that Dividend Equivalents would not be on a notional
reinvestment basis as described in rule 3.2.1, as soon as practicable after Vesting
(and in any event no later than the date on which the Short Term Deferral Period
expires), the Grantor will pay to the Participant an amount (in cash or Shares) equal
to the total ordinary dividends paid between the Award Date and the date of Vesting on
the number of Shares then Vesting; or
	 
	 	3.2.3	 	the Committee may decide that the Dividend Equivalents may be calculated on
any other basis which, in the opinion of the Committee, is reasonable.






	 	 	For the avoidance of doubt, the amount of a dividend, for these purposes, does not include
the tax credit.
	 
	 	 	For the purposes of this rule 3, “market value” means Market Value or, if the Committee so
decides, the closing middle market quotation of a share quoted on the London Stock Exchange
for the dividend payment date or, in the case of an American depositary share, the closing
price quoted on the New York Stock Exchange for that day.
	 
	 	 	This will not apply to any dividend in respect of which an adjustment is made under rule 7.4
(Rights issues and changes in share capital).
	 
	 	 	For the avoidance of doubt, a Participant is not entitled to receive Dividend Equivalents
with respect to the time period between the Vesting Date and the date that the relevant
Shares are issued or transferred to the Participant.






	4	 	Vesting of Awards
	 
	4.1	 	Normal Vesting
	 
	 	 	Subject to rules 4.5 (Cash alternative), 4.6 (Delay for dealing restrictions), 6 (Leaving
employment) and 7 (Corporate Events) and any Condition, an Award will Vest on the Vesting
Date (or, if there is more than one, as to the relevant number of Shares on each of the
Vesting Dates) or, if later, on the date or dates on which the extent to which any Condition
is satisfied has been determined.




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	4.2	 	Consequences of Vesting — Conditional Award
	 
	 	 	Subject to rules 4.5 (Cash alternative) and 4.6.2 (Delay for dealing restrictions), as soon
as practicable after the Vesting of an Award which takes the form of a Conditional Award
(and in any event no later than the date on which the Short Term Deferral Period expires),
the Grantor shall procure that:






	 	4.2.1	 	the number of Shares in respect of which the Award has Vested are transferred
to the Participant; and
	 
	 	4.2.2	 	the Participant is paid any amount due under rule 3.2.2 (Dividend
Equivalents).






	4.3	 	Consequences of Vesting — Nil-Cost Options
	 
	 	 	A Nil-Cost Option will become exercisable, in respect of the number of Shares in respect of
which it has Vested, from the date on which it Vests for a period of six months, unless the
Committee determined a longer period on the Award Date, after which it will lapse to the
extent not exercised. However, where the Nil-Cost Option Vests under rule 7.1 (Takeover), it
will be exercisable for six weeks from the date of the Takeover.
	 
	 	 	The Grantor will procure that the Participant is paid any amount due under rule 3.2.2
(Dividend Equivalents) as soon as practicable after the date of Vesting (and in any event no
later than the date on which the Short Term Deferral Period expires).
	 
	 	 	A Nil-Cost Option may be exercised by the Participant giving written notice to the Company
in such form as the Company may prescribe. A Nil-Cost Option will be deemed exercised on the
last business day before the date on which it will lapse by virtue of this rule 4.3.
	 
	 	 	Subject to rules 4.4 (Cash alternative) and 4.6.2 (Delay for Dealing Restrictions), within
30 days of the receipt of the notice (or of the deemed exercise), the Grantor shall procure
that the number of Shares in respect of which the Nil-Cost Option has been exercised are
transferred to the Participant.
	 
	4.4	 	No Fractional Shares
	 
	 	 	Any fractional number of Shares accrued as a result of rule 3.2 (Dividend Equivalents) (or
any other reason) shall be aggregated as at the Vesting Date and rounded up to the nearest
whole Share, unless the Committee determines otherwise.
	 
	4.5	 	Cash alternative
	 
	 	 	The Committee may decide to satisfy an Award or the exercise of an Option by paying to the
Participant an amount equal to the Market Value of the number of Shares which would
otherwise be transferred on the date of Vesting (or exercise, in the case of a Nil-Cost
Option) or an amount determined on such other reasonable basis as the Committee may decide
from time to time (which could, for example, allow for the deduction of any applicable
expenses).
	 
	 	 	The Committee may grant an Award on the basis that it will always be satisfied as described
in this rule 4.5.
	 
	4.6	 	Delay for Dealing Restrictions






	 	4.6.1	 	If the Vesting of an Award is prevented on any date by a Dealing Restriction,
the Award will Vest on the first date on which it is no longer so prevented.




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	 	4.6.2	 	If the transfer of Shares is prevented by a Dealing Restriction on any date
set out in rules 4.2 (Consequences of Vesting — Conditional Award) or 4.3
(Consequences of Vesting — Nil-Cost Option), the period for transfer of Shares under
those rules will start (or continue) to run from the first date on which it is no
longer so prevented.






	4.7	 	No issue of Shares
	 
	 	 	No new Shares may be issued in connection with the Vesting of an Award or the exercise of a
Nil-Cost Option.
	 
	5	 	Lapse of Awards in connection with conduct
	 
	 	 	The Committee may decide that an Award which has not Vested (or a Nil-Cost Option which has
not been exercised) will lapse wholly or in part if it considers that the Participant has
engaged in conduct which is contrary to the legitimate expectations of the Company.
	 
	6	 	Leaving employment
	 
	6.1	 	General rule on leaving employment






	 	6.1.1	 	Unless rule 6.2 applies, an Award which has not Vested will lapse on the date
the Participant leaves employment.
	 
	 	6.1.2	 	The Committee may decide that an Award which has not Vested will lapse on the
date on which the Participant gives or receives notice of termination of his employment
with any Member of the Group, (whether or not such termination is lawful) unless the
reason for giving or receiving notice is one listed in rule 6.2 below.






	6.2	 	Leaving in special circumstances






	 	6.2.1	 	This rule 6.2 applies if a Participant leaves employment because of:






	 	(i)	 	death; or
	 
	 	(ii)	 	redundancy; or
	 
	 	(iii)	 	retirement with the agreement of the Participant’s employer; or
	 
	 	(iv)	 	ill-health, injury or disability; or
	 
	 	(v)	 	his employing company ceasing to be a Member of the Group; or
	 
	 	(vi)	 	the business in which he works being transferred to a person
which is not a Member of the Group, or
	 
	 	(vii)	 	any other reason if the Committee so decides.






	 	6.2.2	 	Where this rule 6.2 applies, unless the Committee decides otherwise, the
number of Shares subject to the Award will be reduced to reflect the proportion of the
period between the Award Date and the Vesting Date which has elapsed on the date of
leaving (rounding up to the nearest whole year) and will lapse as to the balance on the
date of leaving.
	 
	 	6.2.3	 	Where the Participant leaves employment because of death, the Award (reduced
as described above in rule 6.2.2) will Vest on the date of death. In other




5









 






	 	 	 	circumstances, the Committee may decide that the Award will Vest (reduced as
described above in rule 6.2.2) on such date as the Committee may decide (being not
more than 30 days after the date of leaving).






	6.3	 	Meaning of “leaving employment”
	 
	 	 	For the purposes of this rule, a Participant will be treated as ‘leaving employment’ when he
is no longer an employee or director of any Member of the Group and not before.
	 
	7	 	Corporate Events
	 
	7.1	 	Takeover
	 
	 	 	If there is a Takeover, each Award will Vest on the date of the Takeover.
	 
	 	 	Alternatively, the Committee may decide that some or all Awards will be automatically
exchanged in accordance with rule 7.2 or may allow the Participant to choose Vesting or
exchange.
	 
	 	 	There is a “Takeover” if:






	 	7.1.1	 	a person (or a group of persons acting in concert) obtains Control of the
Company as a result of making an offer to acquire Shares; or
	 
	 	7.1.2	 	a court sanctions a compromise or arrangement under section 895 of the
Companies Act 2006 in connection with the acquisition of Shares.






	 	 	“Control” has the meaning given to it by Section 995 of the Income Tax Act 2007.
	 
	7.2	 	Exchange of Awards on a Takeover
	 
	 	 	If an Award is to be exchanged, the following provisions will apply:






	 	7.2.1	 	The new award will be in respect of shares in any body corporate determined by
the company offering the exchange.
	 
	 	7.2.2	 	The new award shall have equivalent terms to those of the Award that was
exchanged.
	 
	 	7.2.3	 	The new award will be treated as having been acquired at the same time as the
Award that was exchanged and will Vest in the same manner and at the same time.
	 
	 	7.2.4	 	The new award will be subject to the rules as they last had effect in relation
to the Award that was exchanged.
	 
	 	7.2.5	 	With effect from the exchange, the rules will be construed in relation to the
new award as if references to Shares were references to the shares over which the new
award is granted and references to the Company were references to the body corporate
determined under rule 7.2.1.






	7.3	 	Demergers or other corporate events
	 
	 	 	If the Committee becomes aware that the Company is or is expected to be affected by any
variation in share capital, demerger, distribution (other than an ordinary dividend) or
other transaction (other than a Takeover) which, in the opinion of the Committee could
affect the current or future value of Shares, the Committee may allow Awards to Vest in
whole or in




6









 






	 	 	part, subject to any conditions the Committee may decide to impose, or may require them to
be exchanged under rule 7.2.
	 
	7.4	 	Rights issues and changes in share capital
	 
	 	 	If there is:






	 	7.4.1	 	a variation in the equity share capital of the Company, including a
capitalisation or rights issue, sub-division, consolidation or reduction of share
capital;
	 
	 	7.4.2	 	a demerger (in whatever form) or exempt distribution by virtue of Section 213
of the Income and Corporation Taxes Act 1988;
	 
	 	7.4.3	 	a special dividend or distribution, or
	 
	 	7.4.4	 	any other corporate event which might affect the current or future value of
any Award,






	 	 	the Committee may adjust the number or class of Shares or the identity of the securities
subject to the Award in such manner as it see fit.
	 
	7.5	 	Committee
	 
	 	 	In this rule 7, “Committee” means those people who were members of the Committee immediately
before the event by virtue of which this rule applies.
	 
	8	 	Tax
	 
	 	 	The Participant will be responsible for all taxes, social security contributions or other
levies arising in connection with an Award and will, if required to do so, agree the
transfer of liability for employer social security contributions to him.
	 
	 	 	The Company, any employing company or trustee of any employee benefit trust, may withhold
any amounts or make such arrangements as it considers necessary to meet any liability to pay
or account for any such taxation or social security contributions or other levies. These
arrangements may include the sale of or reduction in number of Shares to which a Participant
would otherwise be entitled or the deduction of the amount of the liability from any cash
amount payable to the Participant under the Plan or otherwise.
	 
	 	 	The Participant will promptly do all things necessary to facilitate such arrangements and,
notwithstanding anything to the contrary in the Plan, Vesting or the transfer of Shares may
be delayed until he does so.
	 
	9	 	General Terms
	 
	9.1	 	Transfer of Awards
	 
	 	 	A Participant may not transfer, assign or otherwise dispose of an Award or any rights in
respect of it. This rule 9.1 does not apply to:






	 	9.1.1	 	the transmission of an Award on the death of a Participant to his personal
representatives; or
	 
	 	9.1.2	 	the assignment of an Award, with the prior consent of the Committee, subject
to any terms and conditions the Committee imposes.





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	9.2	 	Company Documents
	 
	 	 	The Company is not required to send to any Participant a copy of any documents which the
Company is required to send to its shareholders.
	 
	9.3	 	Discretionary nature of the Plan






	 	9.3.1	 	Nothing in this Plan or the operation of the Plan will form part of the
contract of employment or other relationship between any Member of the Group and any
Employee, Participant or any other person (“Employee”).
	 
	 	9.3.2	 	The fact that one or more Awards have been made or offered to an Employee does
not create any right to, or expectation of, continued employment.
	 
	 	9.3.3	 	No Employee is entitled to participate in, or be considered for participation
in, the Plan at all or at a particular level. The grant of Awards on any particular
basis in one or over any number of years does not imply any right to be granted or
considered for Awards on that or any other basis in any other year.
	 
	 	9.3.4	 	The terms of the Plan do not entitle the Employee to the exercise of any
discretion in his favour.
	 
	 	9.3.5	 	No Employee will have any right to compensation or damages or any other sum or
benefit in respect of the Plan, including, without limitation, in relation to:






	 	(i)	 	his eligibility to participate, or ceasing to be eligible to
participate, or ceasing to participate in the Plan;
	 
	 	(ii)	 	any exercise of a discretion or a decision taken in relation to
the Plan or the Plan’s operation (whether or not this disadvantages the
Employee concerned and including, without limitation, the exercise of any
discretion under rule 5); and
	 
	 	(iii)	 	any loss or reduction of any rights or expectations under the
Plan in any circumstances or for any reason (including lawful or unlawful
termination of employment or the employment relationship).






	 	9.3.6	 	Participation in the Plan is permitted only on the basis that any rights that
are not expressly set out in this Plan, or any applicable schedule, are excluded. Each
Participant will be required to waive any such excluded rights in consideration for,
and as a condition to, participating in the Plan.
	 
	 	9.3.7	 	Nothing in this Plan confers any benefit, right or expectation on a person who
is not an Employee. No such third party will have any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Plan. But this does not
affect any other right or remedy of a third party which exists or is available.
	 
	 	9.3.8	 	For the avoidance of doubt, this rule applies throughout the employment of any
Employee, after the termination of the employment, and during any period when the
Employee has given or received notice to terminate his employment (whether such
termination is lawful or unlawful).






	9.4	 	Committee’s decisions final and binding
	 
	 	 	The decision of the Committee in connection with any interpretation of the rules of the Plan
or in any dispute relating to any matter relating to the Plan will be final and conclusive.




8









 






	9.5	 	Regulations
	 
	 	 	The Committee has power from time to time to make or vary regulations for the administration
and operation of the Plan.
	 
	9.6	 	Awards non-pensionable
	 
	 	 	Awards do not form part of a Participant’s remuneration for the purpose of determining
entitlement to any benefit of employment including any pension or retirement benefit, life
assurance, permanent health insurance or other similar benefit, whether existing or
subsequently introduced.
	 
	9.7	 	Consents
	 
	 	 	All transfers of Shares will be subject to any necessary consents under any relevant
enactments or regulations for the time being in force and it will be the Participant’s
responsibility to comply with any requirements to be fulfilled in order to obtain or obviate
the necessity for any such consent.
	 
	9.8	 	Notices
	 
	 	 	Any notice or other document which has to be given to a Participant under or in connection
with the Plan may be delivered or sent by post to him at his home address according to the
records of his employing company or sent by e-mail or fax to any e-mail address or fax
number which according to the records of his employing company is used by him, or in either
case such other address which the Company considers appropriate.
	 
	 	 	Any notice or other document which has to be given to the Company or other duly appointed
agent under or in connection with the Plan may be delivered or sent by post to it at its
respective registered office (or such other place as the Committee or duly appointed agent
may from time to time decide and notify to Participants) or sent by e-mail or fax to any
e-mail address or fax number notified to the sender.
	 
	 	 	Notices sent by post will be deemed to have been given on the second day after the date of
posting. However, notices sent by or to a Participant who is working overseas will be deemed
to have been given on the seventh day after the date of posting.
	 
	 	 	Notices sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to
have been received on the day after sending.
	 
	9.9	 	Data protection
	 
	 	 	By participating in the Plan each Participant consents to the holding and processing of
personal data provided by such Participant to the Company, any Member of the Group and any
other persons or entities for all purposes relating to the operation of the Plan. These
include, but are not limited to:






	 	9.9.1	 	administering and maintaining Participant’s records;
	 
	 	9.9.2	 	providing information to trustees of any employee benefit trust, registrars,
brokers or third party administrators of the Plan;
	 
	 	9.9.3	 	providing information to future purchasers of the Company or the business in
which the Participant works; and
	 
	 	9.9.4	 	transferring information about the Participant to any country or territory
(including outside the European Economic Area).





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	10	 	Amendment and termination of the Plan






	 	10.1.1	 	The Committee may at any time change the Plan in any way. Changes may affect Awards
already granted. The Committee is not required to give notice of any changes made to
any Participant affected.
	 
	 	10.1.2	 	The Committee may terminate the Plan at any time. The termination of the Plan will
not affect existing Awards.






	11	 	Governing Law
	 
	 	 	The Plan will be governed by and construed in accordance with English law. Any Member of the
Group and all Participants shall submit to the exclusive jurisdiction of the English Courts
as regards any matter arising under the Plan.




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Schedule 1

United States





	1	 	Application of Schedule
	 
	 	 	The rules of this Schedule are made under and amend and supplement (as applicable) the terms
of the Plan and any related Schedules. The rules of this Schedule apply to those
Participants who are employees of a Member of the Group and are subject to US taxation (“US
Participants”). In the event of any conflict, this Schedule shall override or modify (as
applicable) the rules of the Plan and/or any other applicable Schedule.
	 
	2	 	Definitions
	 
	 	 	The words and expressions used in this Schedule which have capital letters have the same
meaning as they have in the rules of the Plan and/or any other applicable Schedule unless
modified by this Schedule.
	 
	3	 	Takeover
	 
	 	 	A decision of the Committee to allow Participants to choose Vesting or exchange upon a
Takeover (as described in rule 7.1of the Plan) will only be applicable to a US Participant
to the extent it will not cause adverse tax consequences under section 409A of the US
Internal Revenue Code of 1986, as amended (the “Code”).
	 
	4	 	Termination and Amendment
	 
	 	 	The Committee may amend or terminate this Schedule at any time.

	 
	5	 	Successors and Assigns
	 
	 	 	The terms of this Schedule shall be binding upon and inure to the benefit of the Company and
its successors and assigns.




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Schedule 2

France




The purpose of this Schedule is to make certain variations to the terms of the Plan, in order to
satisfy French securities laws, exchange control, corporate law and tax requirements (especially
the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code) to qualify for
favourable income tax and social security treatment in France.



The rules of the Plan shall apply subject to the modifications contained in this Schedule 2
whenever the Committee decides to grant a qualifying Award to an Eligible Individual under this
Schedule.




	1	 	Rule 1 (Meaning of words used)
	 
	1.1	 	The definitions of “Award”, “Grantor” and “Member of the Group” stated in Rule 1 of the Plan
shall be deleted and replaced by the following definitions:
	 
	 	 	“Award” means a non transferable, unfunded and conditional right to acquire Shares following
Vesting.
	 
	 	 	“Grantor” means the Company.
	 
	 	 	“Member of the Group” means (i) a company in which the Company holds, directly or
indirectly, at least 10 per cent of the share capital or voting rights; (ii) a company
holding directly or indirectly at least 10 per cent of the share capital or voting rights of
the Company.
	 
	1.2	 	For the purpose of Awards granted under this Schedule 2, the following new definitions shall
be added to those stated in rule 1 of the Plan:
	 
	 	 	“Closed Period” means (i) the 10 trading days preceding and following the date on which the
Company’s consolidated accounts or, failing that, the annual accounts, are made public; (ii)
the period between (x) the date on which the management bodies of the Company have knowledge
of information which, if made public, could have a significant impact on the price of the
Share and (y) the end of the tenth trading day following the date on which this information
has been made public; and (iii) any other Dealing Restrictions period.
	 
	 	 	“Defined Disability” means the circumstance where a Participant is recognised as a disabled
employee of the second or third category under the meaning of Article L.341-4 of the French
Social Security Code.
	 
	 	 	“Eligible Individual” means any individual who is a salaried employee of the Company or any
Member of the Group.
	 
	 	 	“Holding Agreement” means an agreement between the Participant, the Grantor and an account
keeper (teneur de compte) designated by the Grantor, in such form as determined by the
Grantor and delivered by the Participant, in which the Participant undertakes not to sell or
transfer Shares before expiry of the Holding Period, and the account keeper undertakes not
to perform any such order before expiry of the Holding Period.
	 
	 	 	“Holding Period” means a two-year period following the transfer of the Shares to the
Participant, during which the Shares cannot be sold, transferred or otherwise disposed.




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	1.3	 	All capitalised terms used in this Schedule 2 and not otherwise defined herein shall have the
meaning ascribed to them in the Plan.
	 
	1.4	 	No Nil Cost Option shall be granted under this Schedule 2. Any provision in the Plan
referring to Nil-Cost Options shall be deleted accordingly.
	 
	1.5	 	No Dividend Equivalents shall be operated under this Schedule 2. Any provision in the Plan
referring to Dividend Equivalents shall be deleted accordingly.
	 
	2	 	Rule 2 (Granting Awards)
	 
	2.1	 	Rule 2.1 (Selection of Participants) shall be deleted and replaced by the following
provisions:
	 
	 	 	“The Committee may select any Eligible Individual to be granted an Award. However, the
Committee may not select a person who:






	 	2.1.1	 	is an executive director of the Company or a member of the Corporate Executive
Team; or
	 
	 	2.1.2	 	has given or received notice terminating their employment (except in
exceptional circumstances).






	 	 	A grant of Awards cannot be made to any Eligible Individual already holding more than 10 per
cent of the share capital of the Company, nor result in an Eligible Individual holding more
than 10 per cent of the share capital of the Company.
	 
	 	 	The total number of Shares which may be allocated under the Plan or any other free shares
plan shall not exceed 10 per cent of the share capital of the Company in issue at the Award
Date. “Allocate” means granting a right to acquire unissued shares or the issue and
allotment of shares. Rights which have lapsed or been surrendered will not count towards
these limits.”
	 
	2.2	 	The second paragraph of Rule 2.3 (Conditions) shall be deleted and replaced by the following
provisions:
	 
	 	 	“The Committee may change, provided it is more favourable for the Participant, or waive a
Condition.”
	 
	2.3	 	Rule 2.4 (Timing of Awards) shall be deleted and replaced by the following provision:
“The Committee shall not grant Awards under this Schedule 2 after 19 May 2019.”

	 
	3	 	Rule 4 (Vesting of Awards)
	 
	3.1	 	Rule 4.1 (Normal Vesting) shall be supplemented with the following provision:
	 
	 	 	“Notwithstanding any provision of the Plan or this Schedule 2 other than rule 6.4 (Death and
Defined Disability), the Vesting Date shall not be before the second anniversary of the
Award Date. If an Award would Vest, in accordance with any provision of the Plan or this
Schedule 2, other than under rule 6.4 (Death and Defined Disability), before the second
anniversary of the Award Date, the Award will not so Vest but will continue until the second
anniversary of the Award Date, or a later date as determined by the Committee, when it will
Vest.”
	 
	3.2	 	Rule 4.2 (Consequences of Vesting — Conditional Award) shall be deleted and replaced by the
following provisions:





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	 	“4.2.1	 	Subject to rule 4.6.2, the Grantor shall arrange for the number of Shares in respect
of which the Award has vested to be transferred as soon as administratively practicable
after the Vesting Date to a share account administered in the name and for the benefit
of the Participant by an account keeper (teneur de compte) designated by the Committee.
Participants shall have full shareholder voting and dividend rights on the transferred
Shares.
	 
	 	4.2.2	 	Shares transferred under rule 4.2.1 will be held by the account keeper on
behalf of the Participant, for the duration of the Holding Period, in accordance with
the provisions of the Holding Agreement, except as provided under rule 6.4 (Death and
Defined Disability) or as otherwise provided for in the French commercial Code or in
the French tax Code as an exception to the Holding Period.
	 
	 	4.2.3	 	Upon expiry of the Holding Period, the Participant will be free to dispose of
the Shares, except during the Closed Periods during which the sale of the Shares is
prohibited.”






	3.3	 	Rule 4.5 (Cash alternative) shall be deleted. Any provision of the Plan referring to this
rule 4.5 shall be deleted accordingly.
	 
	4	 	Rule 6 (Leaving employment)
	 
	4.1	 	In rule 6.1.1, the words “Unless rule 6.2 applies” shall be replaced by “Unless rules 6.2 or
6.4 applies”.
	 
	4.2	 	In rule 6.1.2, the words “listed in rule 6.2 below” shall be replaced by “listed in rules 6.2
or 6.4 below”.
	 
	4.3	 	Rule 6.2.1(i) shall be deleted.
	 
	4.4	 	Rule 6.2.1(iv) shall be deleted and replaced by “ill-health, injury or disability (other than
a Defined Disability); or”.
	 
	4.5	 	Rule 6.2.3 shall be deleted.
	 
	4.6	 	Rule 6.4 shall be added, according to the following terms:
	 
		 	6.4. Death and Defined Disability
	 
	 	 	“Notwithstanding any other rule of the Plan, where a Participant leaves employment for
reason of death, his personal representatives may require, within six (6) months from the
date of death, Vesting of the deceased’s Award and the transfer of the underlying Shares.
The Shares will be transferred to the personal representatives of the Participant as soon as
practicably possible following their request, and shall not be subject to any Holding
Period.
	 
	 	 	Notwithstanding any other rule of the Plan, where a Participant suffers from a Defined
Disability, he can request at any time the Vesting of its Award and the transfer of the
underlying Shares. Shares transferred to a Participant suffering from a Defined Disability
shall not be subject to any Holding Period.”
	 
	5	 	Rule 7 (Corporate Events)
	 
	5.1	 	Rule 7 shall apply in accordance with Article L. 225-197-1-III of the French Commercial Code.




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	6	 	Rule 8 (Tax)
	 
	6.1	 	Rule 8 (Tax) shall apply except that in the first paragraph the following words shall be
deleted: “and will, if required to do so, agree the transfer of liability for employer social
security contributions to him”. In the second paragraph, the following words shall be deleted:
“the sale of or the reduction in number of Shares to which a Participant would otherwise be
entitled or”. In addition, rule 8 (Tax) shall be supplemented with the following provisions:
	 
	 	 	“The Participants (or heirs, if applicable) are responsible for reporting the receipt of any
income under the Plan, however made, to the appropriate tax authorities.
	 
	 	 	The Member of the Group with whom a Participant is or was in employment on the date the
Shares are transferred will communicate the name of the Participant and the number of Shares
being transferred to the social security authorities competent for that Member of the Group,
in accordance with the provisions of Article L. 242-1 of the French Social Security Code.”
	 
	7	 	Rule 9 (General Terms)
	 
	7.1	 	Rule 9.1.2 shall be deleted.
	 
	8	 	Rule 10 (Amendment and termination of the Plan)
	 
	8.1	 	In rule 10.1, the words “Changes may affect Awards already granted” shall be supplemented by
the following words: “provided that the changes do not affect the qualifying status of the
Awards and provided that no such changes shall adversely affect the rights of any Participant
without such Participant’s consent”.
	 
	9	 	Severability
	 
	 	 	The terms and conditions provided in the Plan as amended by this Schedule 2 are severable
and if any one or more provisions are determined to be illegal or otherwise unenforceable
under French law, in whole or in part, the remaining provisions shall nevertheless be
binding and enforceable.






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