exv4w11






Exhibit 4.11




GLAXOSMITHKLINE PLC




RULES OF THE GLAXOSMITHKLINE 2009

PERFORMANCE SHARE PLAN




			
	 
	Directors’ Adoption:
	 	28 May 2009
	Shareholder approval
	 	20 May 2009
	Expiry Date:
	 	19 May 2019











Linklaters LLP

One Silk Street

London EC2Y 8HQ




Telephone (+44) 20 7456 2000




Facsimile (+44) 20 7456 2222




Reference: 01/145/C 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	 	 	4	 
	5
	 	Lapse of Awards in connection with conduct	 	 	5	 
	6
	 	Leaving employment	 	 	5	 
	7
	 	Corporate Events	 	 	6	 
	8
	 	Tax	 	 	8	 
	9
	 	General Terms	 	 	8	 
	10
	 	Amendment and termination of the Plan	 	 	11	 
	11
	 	Governing Law	 	 	12	 
	Schedule 1 United States	 	 	13	 
	Schedule 2 France	 	 	20	 






 









 







	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, in relation to an Award made or to be made to an Executive, the
remuneration committee of the board of directors of the Company and in relation to any other
award, the board of directors of the Company or, in either case, any person or group of
persons to whom some or all of such body’s functions under the Plan are delegated;
	 
	 	 	“Company” means GlaxoSmithKline plc;
	 
	 	 	“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;
	 
	 	 	“Executive” means an executive director of the Company or any member of the Corporate
Executive Team;
	 
	 	 	“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;
	 
	 	 	“Performance Condition” means a condition to the Vesting of an Award imposed under Rule 2.4;
	 
	 	 	“Performance Period” means the period over which the Performance Condition is tested;
	 
	 	 	“Plan” means this plan known as “The GlaxoSmithKline 2009 Performance Share 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;




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	 	 	“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;
	 
	 	 	“Vesting Date” means the 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, except in exceptional circumstances, the Committee may not select a person who has
given or received notice terminating their employment.
	 
	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 the Performance Condition and any other conditions;
	 
	 	2.2.4	 	whether the Award will be take the form of a Nil-Cost Option (and 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); and
	 
	 	2.2.6	 	which (if any) Schedules to the Plan will apply to the Award.






	2.3	 	Individual limits
	 
	 	 	Except in exceptional circumstances, the Market Value, on the Award Date, of Shares subject
to Awards granted to any one Participant in respect of any financial year will not be more
than 600 per cent of his annual basic salary on the Award Date.
	 
	 	 	This limit will exclude any Shares which become subject to the Award in connection with
Dividend Equivalents or which are subject to the Award in order to compensate the
Participant for having agreed to pay or repay any employer social security liability.
	 
	2.4	 	Performance Conditions
	 
	 	 	When granting an Award, the Committee shall make its Vesting conditional on the satisfaction
of one or more conditions determined by it. Such Performance Conditions, in relation to
Awards made to Executives, will be tested over at least three financial years of the Company
and may, in all cases, provide that the Award will lapse to the extent it is not satisfied.
	 
	 	 	The Committee may make the Vesting of an Award conditional upon the satisfaction of any
other condition but, unless the Committee decides otherwise, this will not form part of the
Performance Condition. The condition may provide that the Award will lapse to the extent it
is not satisfied.




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	 	 	The Committee may change a Performance Condition or any other condition if there is a
situation which causes it to consider that a changed performance condition would be a fairer
measure of performance.
	 
	2.5	 	Timing of Awards
	 
	 	 	Awards may not be granted at any time after 19 May 2019.
	 
	 	 	The Award Date for an Award must be within the 42 days starting on any of the following:






	 	2.5.1	 	the date of approval of the Plan by shareholders; or
	 
	 	2.5.2	 	the day after the announcement of the Company’s results for any period; or
	 
	 	2.5.3	 	any day on which the Committee resolves that exceptional circumstances exist
which justify the grant of Awards (which may include the grant of an Award to a person
who started employment after the normal time for grants); or
	 
	 	2.5.4	 	any day on which changes to the legislation or regulations affecting share
plans are announced, effected or made; or
	 
	 	2.5.5	 	the lifting of Dealing Restrictions which prevented the granting of Awards
during any period specified above.






	2.6	 	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.
	 
	2.7	 	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.
	 
	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 issued or 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 date of
Vesting, 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)




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	 	 	 	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.
	 
	 	 	For the avoidance of doubt, a Participant is not entitled to receive Dividend Equivalents
with respect to the time period between the date of Vesting 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, 4.6, 5, 6 and 7 and any Performance 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 the
Performance Condition is satisfied has been determined.
	 
	4.2	 	Consequences of Vesting — Conditional Award
	 
	 	 	Subject to Rules 4.5 and 4.6.2, as soon as practicable after the Vesting of an Award (and in
any event no later than the date on which the Short Term Deferral Period expires) which
takes the form of a Conditional Award, the Grantor shall procure that:






	 	4.2.1	 	the number of Shares in respect of which the Award has Vested are issued or
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.





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	 	 	Subject to Rules 4.5 and 4.6.2, 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 issued or transferred to the Participant.
	 
	4.4	 	No Fractional Shares
	 
	 	 	Any fractional number of Shares accrued as a result of Rule 3.2 (or any other reason) shall
be aggregated as at the date of Vesting, 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 issued or transferred following the date of Vesting (or exercise, in the case
of a Nil-Cost Option).
	 
	 	 	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.
	 
	 	4.6.2	 	If the issue or transfer of Shares is prevented by a Dealing Restriction on
any date set out in Rules 4.2 or 4.3, the period for issue or transfer of Shares under
those rules will start (or continue) to run from the first date on which it is no
longer so prevented.






	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 or 6.3 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 or 6.3 below.






	6.2	 	Leaving in special circumstances
	 
	 	 	Except where Rule 6.3 applies, if a Participant leaves employment because of:






	 	6.2.1	 	death; or
	 
	 	6.2.2	 	redundancy; or
	 
	 	6.2.3	 	retirement with the agreement of the Participant’s employer; or




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	 	6.2.4	 	ill-health, injury or disability; or
	 
	 	6.2.5	 	his employing company ceasing to be a Member of the Group; or
	 
	 	6.2.6	 	the business in which he works being transferred to a person which is not a
Member of the Group, or
	 
	 	6.2.7	 	any other reason if the Committee so decides,






	 	 	his Award will Vest on the last day of the financial year of the Company in which he leaves
employment or on any other date determined by the Committee. The Committee will determine
the extent to which the Award will Vest normally taking into account performance to that
date. The Committee may adjust the number of Shares in respect of which it Vests to take
account of the unexpired portion of the Performance Period when the Participant left
employment.
	 
	6.3	 	Retirement and redundancy — Executives






	 	6.3.1	 	If an Executive leaves employment more than 12 months after the Award Date but
before the Vesting Date because of redundancy or retirement with the agreement of the
Executive’s employer then:






	 	(i)	 	his Award will continue in effect and will Vest in accordance
with the rules and to the extent that the Performance Condition is satisfied,
in which case, the Committee may adjust the number of Shares in respect of
which it Vests to take account of the unexpired portion of the Performance
Period when the Executive left employment; or
	 
	 	(ii)	 	the Committee may decide that the Award will Vest as described
in rule 6.2.






	 	6.3.2	 	If Rule 6.3.1(i) applies and before the Award Vests, the Participant commences
employment with or becomes a director of an entity which the Committee reasonably
considers competes with any Member of the Group, the Committee may decide that the
Award will immediately lapse. The Executive must notify the Company in writing within
30 days of commencing any new employment or taking office as a director before the
Vesting of his Award and the Committee may decide that his Award will lapse if he fails
to do so.
	 
	 	6.3.3	 	If an Executive leaves employment fewer than 12 months after the Award Date
because of redundancy or retirement with the agreement of the Executive’s employer, the
Committee may decide that the Award will lapse. If it does not so decide, then Rule
6.3.1 will apply even though the Executive left employment fewer than 12 months after
the Award Date.






	6.4	 	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. The Committee will
decide the extent to which each Award will Vest taking account of
performance to the date of the Takeover. Unless the Committee decides otherwise, the number of Shares in respect




6









 






	 	 	 of which it Vests shall be adjusted to take account of the unexpired portion of the Performance
Period 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 will be subject to such performance conditions as the Committee
considers appropriate and will otherwise 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 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









 





	 	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 issue or transfer of
Shares may be delayed until he does so.
	 
	9	 	General Terms
	 
	9.1	 	Limits on use of new issue and treasury shares
	 
	 	 	The number of Shares which may be allocated under the Plan on any day will not exceed 10 per
cent of the ordinary share capital of the Company in issue immediately before that day, when
added to the total number of Shares which have been allocated in the previous 10 years under
the Plan and any other employee share scheme adopted by the Company.
	 
	 	 	The number of Shares which may be allocated under the Plan on any day will not exceed 5 per
cent of the ordinary share capital of the Company in issue immediately before that day when
added to the total number of Shares which have been allocated in the previous 10 years under
the Plan and any other discretionary share scheme adopted by the Company.
	 
	 	 	“Allocate” means granting a right to acquire unissued shares or Shares or the issue and
allotment of shares. Rights which have lapsed or been surrendered will not count towards
these limits.
	 
	 	 	For so long as recommended by the Association of British
Insurers, the transfer of treasury shares shall be treated as the issue of new shares for the purposes of this limit.
	 
	9.2	 	Transfer of Awards
	 
	 	 	A Participant may not transfer, assign or otherwise dispose of an Award or any rights in
respect of it. This Rule 9.2 does not apply to:










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






	9.3	 	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.
	 
	9.4	 	Discretionary nature of the Plan






	 	9.4.1	 	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”).
	 
	 	9.4.2	 	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.
	 
	 	9.4.3	 	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.
	 
	 	9.4.4	 	The terms of the Plan do not entitle the Employee to the exercise of any
discretion in his favour.
	 
	 	9.4.5	 	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).






	 	9.4.6	 	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.
	 
	 	9.4.7	 	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.
	 
	 	9.4.8	 	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









 












	9.5	 	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.
	 
	9.6	 	Regulations
	 
	 	 	The Committee has power from time to time to make or vary regulations for the administration
and operation of the Plan.
	 
	9.7	 	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.
	 
	9.8	 	Consents
	 
	 	 	All issues or 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.
	 
	9.9	 	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.
	 
	9.10	 	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:






	 	9.10.1	 	administering and maintaining Participant’s records;
	 
	 	9.10.2	 	providing information to trustees of any employee benefit trust, registrars, brokers
or third party administrators of the Plan;




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	 	9.10.3	 	providing information to future purchasers of the Company or the business in which
the Participant works; and
	 
	 	9.10.4	 	transferring information about the Participant to any country or territory (including
outside the European Economic Area).






	10	 	Amendment and termination of the Plan
	 
	10.1	 	Directors’ powers
	 
	 	 	Except as described in the rest of this Rule 10, the Committee may at any time change the
Plan in any way. Changes may affect Awards already granted.
	 
	10.2	 	Shareholder approval






	 	10.2.1	 	Except as described in Rule 10.2.2, the Company in general meeting must approve in
advance by ordinary resolution any proposed change to the Plan to the advantage of
present or future Participants, which relates to:






	 	(i)	 	the persons to or for whom Shares may be provided under the
Plan;
	 
	 	(ii)	 	the limits on the number of Shares which may be issued under
the Plan;
	 
	 	(iii)	 	the individual limit for each Participant under the Plan;
	 
	 	(iv)	 	the basis for determining a Participant’s rights to benefits
under the Plan and the adjustment thereof in the event of a capitalisation
issue, rights issue or open offer, sub-division or consolidation of shares or
reduction or any other variation of capital of the Company; or
	 
	 	(v)	 	the terms of this Rule 10.2.1.






	 	10.2.2	 	The Committee can change the Plan and need not obtain the approval of the Company in
general meeting for any minor changes:






	 	(i)	 	to benefit the administration of the Plan;
	 
	 	(ii)	 	to comply with or take account of the provisions of any
proposed or existing legislation;
	 
	 	(iii)	 	to take account of any changes to legislation; or
	 
	 	(iv)	 	to obtain or maintain favourable tax, exchange control or
regulatory treatment of the Company, any Subsidiary or any present or future
Participant,






or for any change to a Performance Condition authorised by Rule 2.4.




	10.3	 	Notice
	 
	 	 	The Committee is not required to give notice of any changes made to any Participant
affected.
	 
	10.4	 	Termination of the Plan
	 
	 	 	The Committee may terminate the Plan at any time but it will terminate automatically on 19
May 2019. The termination of the Plan will not affect existing Awards.




11









 






	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.




12









 











Schedule 1

United States



Part I





	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 Group Company employees 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 7.1 of 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.





Part
II




Terms of US Deferral Elections





	1	 	Application of Part II of this Schedule
	 
	 	 	Part II of this Schedule provides a mechanism for US Participants to make Deferral Elections
with respect to Conditional Awards and is intended to ensure that any Deferral Elections
made by US Participants comply with section 409A of the Code.
	 
	 	 	For the avoidance of doubt, in order to be eligible to make a Deferral Election with respect
to a Conditional Award, a US Participant must be invited to do so by the Committee. An
invitation to make a Deferral Election with respect to a particular Conditional Award (or
portion thereof) does not automatically entitle the US Participant to make a Deferral
Election in a subsequent period. Notwithstanding anything to the contrary, the Committee
retains sole and absolute discretion to (i) suspend the ability to make a Deferral Election
with respect to Conditional Awards at any time and (ii) accelerate payments prior to the end




13









 






	 	 	of the Deferral Period to the extent permissible under US Treasury Regulation
§1.409A-3(j)(4) or any successor regulation.






	2	 	Definitions
	 
	 	 	“Deferral Election” means a written (electronically or in hard copy) election pursuant to
which a US Participant elects to defer the receipt of Shares associated with a Conditional
Award (including, if applicable, any Shares attributable to Dividend Equivalents credited
pursuant to rule 3.2 of the Plan and Deferred Dividend Equivalents credited pursuant to rule
3.3 of Part II of this Schedule) for the Deferral Period, subject to the terms and
conditions of this Schedule;
	 
	 	 	“Deferred Amount” means any Conditional Award (or portion thereof) deferred by a US
Participant pursuant to a valid Deferral Election;
	 
	 	 	“Deferred Dividend Equivalents” means a right to cash or Shares as described in rule 3.3 of
Part II of this Schedule;
	 
	 	 	“Deferral Period” means a period beginning on the Vesting Date and ending on the earlier of
the date specified by a US Participant on his or her Deferral Election form or the date
resulting from the application of rule 5 of Part II of this Schedule;
	 
	 	 	“Disability” means the affected US Participant:






	 	(i)	 	is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12 months; or
	 
	 	(ii)	 	is, by reason of any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees of the
Company;






	 	 	“Election Date” means a date at least six (6) months prior to the end of the applicable
Performance Period which has been designated by the Committee as the last date as of which a
Deferral Election becomes irrevocable; provided that the Committee may in its sole and
absolute discretion reduce the foregoing 6-month requirement with respect to one or more US
Participants to the extent permissible under US Treasury Regulation §1.409A-2 or any
successor regulation;
	 
	 	 	“Group Company” means any Member of the Group and “Group Companies” means all Members of the
Group;
	 
	 	 	“Termination” means a US Participant’s employment with the Group Companies completely ceases
and no further services will be performed by the US Participant for the Group Companies or a
US Participant’s services will permanently decrease to no more than 20 per cent of the
average level of services performed by the US Participant over the immediately preceding
36-month period (or shorter period, if applicable); provided that such change in employment
status constitutes a “separation from service” within the meaning of US Treasury Regulation
§1.409A-1(h) or any successor regulation;
	 
	 	 	“Termination Date” means the date as of which a Termination occurs; and




14









 






	 	 	“Unforeseeable Emergency” means a severe financial hardship to a US Participant resulting
from an illness or accident of the US Participant, the US Participant’s spouse or a
dependent (as defined in section 152(a) of the Code) of the US Participant, loss of the US
Participant’s property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the US Participant.
	 
	3	 	Deferral Election
	 
	3.1	 	Invitation
	 
	 	 	If the Committee determines to permit Deferral Elections with respect to a Conditional Award
(or portion thereof) then, prior to the Election Date, the Committee will send each selected
US Participant a written invitation (electronically or in hard copy) to make a Deferral
Election, together with a Deferral Election form. The invitation will state:






	 	3.1.1	 	the Conditional Award (or portion thereof) to which the Deferral Election relates;
	 
	 	3.1.2	 	the period(s) over which the Conditional Awards may be deferred;
	 
	 	3.1.3	 	whether any minimum deferral periods apply;
	 
	 	3.1.4	 	the time and manner in which Deferral Elections must be completed and returned;
	 
	 	3.1.5	 	the Election Date; and
	 
	 	3.1.6	 	such other terms and conditions as the Committee may deem necessary or
advisable and that are not inconsistent with the Plan or this Schedule.






	3.2	 	Election
	 
	 	 	Each US Participant shall have the ability to defer the receipt of the Shares associated
with a Conditional Award (or portion thereof) by properly completing and timely delivering a
Deferral Election, on the form, in the manner and subject to the rules prescribed by the
Committee from time to time. If a Deferral Election is made, it must be made with respect to
all the Shares pursuant to which the Deferral Election is offered.
	 
	3.3	 	Deferred Dividend Equivalents; Fractional Deferred Dividend Equivalents






	 	3.3.1	 	Unless the Committee decides otherwise, with effect from the payment date of
each ordinary dividend declared on Shares during the Deferral Period, the number of
Shares subject to the Deferred Amount 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 3.3) on the basis of the “market value”
(as defined in rule 3.2 of the Plan) of a Share on the dividend payment date. For the
avoidance of doubt, the amount of a dividend, for these purposes, does not include the
tax credit.
	 
	 	3.3.2	 	Any fractional Share resulting from the crediting of Deferred Dividend
Equivalents during the Deferral Period will be aggregated as of the end of the Deferral
Period, and rounded down to the nearest whole Share; provided that, prior to the
applicable Election Date, the Committee may in its sole and absolute discretion specify
an alternative treatment for fractional Shares (including, without limitation,
cancellation without consideration).




15









 












	3.4	 	Subsequent Changes in Deferral Elections
	 
	 	 	The Committee may in its sole and absolute discretion enable any or all US Participants to
make subsequent changes to prior Deferral Elections in a manner consistent with US Treasury
Regulation §1.409A-2(b) or any successor regulation.
	 
	3.5	 	Effect of Failure of Vesting to Occur
	 
	 	 	A Deferral Election shall be null and void with respect to any portion of a Conditional
Award for which a Vesting Date does not occur.
	 
	4	 	Payment
	 
	4.1	 	Payment in Shares
	 
	 	 	All payments under this Schedule shall be in Shares; provided that the Committee may, from
time to time, in its sole and absolute discretion pay cash in lieu of delivering Shares
(calculated at the Market Value as of the end of the applicable Deferral Period) with
respect to any or all US Participants. No US Participant is entitled to demand any
particular form of payment.
	 
	4.2	 	Timing and Amount of Payment
	 
	 	 	Subject to rules 4.1 and 6 of Part II of this Schedule, on or before the later of (i)
December 31st of the year in which the Deferral Period ends or (ii) the 15th day
of the third calendar month following the date on which the Deferral Period ends, the
Company shall transfer to each US Participant a number of Shares equal to the number of
Shares that Vested on the Vesting Date of the associated Conditional Award (including any
Shares attributable to Dividend Equivalents credited pursuant to rule 3.2 of the Plan), plus
the number of Shares attributable to Deferred Dividend Equivalents credited pursuant to rule
3.3 of Part II of this Schedule. For the avoidance of doubt, a US Participant is not
permitted, directly or indirectly, to designate the taxable year of payment.
	 
	4.3	 	No Interest or Dividend Equivalents Pending Transfer of Shares
	 
	 	 	No US Participant is entitled to receive interest, dividend equivalents or other
time-value-of-money compensation with respect to the time period between the date the
Deferral Period ends and the date the relevant Shares are transferred to the US Participant.
	 
	5	 	Special Rule in connection with a Termination
	 
	 	 	In connection with a US Participant’s Termination, the Deferral Period will end six-months
after the Termination Date; provided that, prior to the applicable Election Date, the
Committee may in its sole and absolute discretion waive the foregoing 6-month requirement
with respect to any or all US Participants (other than a US Participant who is a “specified
employee” (within the meaning of US Treasury Regulation §1.409a-3(i) or any successor
regulation) for whom such waiver is not permissible under section 409A).
	 
	 	 	If Termination is on account of the death of a US Participant, any Shares subject to a
Deferral Election under this Schedule shall be distributed to the beneficiary or
beneficiaries designated by the US Participant in the applicable beneficiary designation
form. A US Participant may amend a beneficiary designation at any time by filing a new form
pursuant to procedures established by the Company from time to time. If a US Participant has
not made an effective beneficiary designation, or if the beneficiary predeceases the US




16









 






	 	 	Participant, the US Participant’s designated beneficiary shall be the US Participant’s estate.






	6	 	Emergency Benefit
	 
	 	 	Notwithstanding a US Participant’s Deferral Election, in the event the Committee, upon
written request of a US Participant, determines in its sole and absolute discretion that a
US Participant has suffered an Unforeseeable Emergency, the Deferred Amount necessary to
meet the Unforeseeable Emergency shall be transferred, subject to any withholding tax under
rule 9 of Part II of this Schedule, as soon as administratively practicable following such
determination.
	 
	7	 	Dealing Restrictions
	 
	 	 	Notwithstanding the provisions of this Schedule, no transfer of Shares (or any cash payment
in respect of Shares) shall be made by the Company if the Committee reasonably anticipates
that such transfer will violate Dealing Restrictions. If the transfer of a Deferred Amount
is delayed under this rule 7, the transfer shall occur at the earliest date at which the
Committee reasonably anticipates that the transfer will not violate Dealing Restrictions.
	 
	8	 	Fully Vested in Deferred Amounts
	 
	 	 	US Participants shall be fully vested in their Deferred Amounts at all times.
	 
	9	 	Withholding Tax
	 
	 	 	As a condition to any deferral, payment or distribution pursuant to this Schedule, the
Company may require a US Participant to pay such sum to the Company or any other Group
Company as may be necessary to discharge its obligations with respect to any taxes,
assessments or other governmental charges imposed on property or income received by the US
Participant under the Plan or this Schedule. In the discretion of the Company, the Company
may deduct or withhold such sum from any distribution to the US Participant or satisfy such
obligation by selling Shares that would otherwise be deferred or distributed to the US
Participant. If the withholding tax obligation arises before the time of any distribution,
the Company may, in its discretion, offset the US Participant’s benefit in accordance with
US Treasury Regulation §1.409A-3(j) or any successor regulation.
	 
	10	 	Deferral Unfunded; Nonalienation of Benefits; Not a Pension Plan
	 
	10.1	 	The deferred compensation arrangement provided for in Part II of this Schedule is intended to
be “unfunded” for purposes of US federal income tax and the Deferred Amounts shall represent
at all times unfunded and unsecured contractual obligations of the Company. US Participants
shall be unsecured creditors of the Company with respect to all obligations owed to any of
them under this Schedule. Amounts payable under this Schedule shall be satisfied solely out of
the general assets of the Company subject to the claims of its creditors, and US Participants
shall not have any interest in any fund or in any specific asset of the Company of any kind by
reason of any amount credited to US Participants under this Schedule, nor shall the US
Participants or any other person have any right to receive any distribution under this
Schedule except as, and to the extent, expressly provided in this Schedule. No provision in
this Schedule shall create or be construed to create any claim, right or cause of action
against the Company or any other Group




17









 






	 	 	Company, or against any of such entities’ employees, officers, directors, agents,
shareholders, members, partners or affiliates arising from any diminution in value of the
Shares.






	10.2	 	Except as expressly provided herein, no US Participant, or any beneficiary thereof, shall
have the power or right to transfer (otherwise than by will or the laws of decent and
distribution), alienate, or otherwise encumber such US Participant’s or beneficiary’s interest
under the Plan. Except as required by law, a US Participant’s or beneficiary’s interest under
the Plan is not assignable or transferable pursuant to a domestic relations order. The
provisions of the Plan shall inure to the benefit of each US Participant, and the US
Participant’s beneficiaries, heirs, executors, administrators, or successors in interest.
	 
	10.3	 	For the avoidance of doubt, the deferred compensation arrangement provided for in Part II of
this Schedule is not intended to be a qualified retirement plan under section 401(a) of the
Code, and it is the intent of the Company that the Plan and this Schedule be considered and
interpreted in all respects as part of a bonus plan within the meaning of US Department of
Labor Regulations §2510.3-2(c) and not as a pension plan under the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”). If and to the extent that any portion of the Plan
and/or this Schedule is determined to be an employee pension plan subject to ERISA, then that
portion will be considered a separate plan for such individuals for whom this is deemed to be
a pension plan. In such case, such portion of the Plan and/or this Schedule shall not be
subject to the provisions of ERISA other than the administration and enforcement provisions of
Part 5 of Title I of ERISA and the requirement of providing plan documents to the Secretary of
Labor upon request pursuant to section 104(a)(6) of ERISA. The Plan and this Schedule in such
case shall be considered to be unfunded and maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated employees.
	 
	11	 	Claims Procedure
	 
	11.1	 	Claim
	 
	 	 	Any person who believes that he is being denied a benefit relating to a US Participant to
which he is entitled under Part II of this Schedule (hereinafter referred to as a
“Claimant”) may file a written request for such benefit with the Company’s Executive
Compensation Department or, if applicable, the committee designated by the Executive
Compensation Department from time to time for this purpose (the “Administrator”), setting
forth the claim.
	 
	11.2	 	Claim Decision
	 
	 	 	Upon receipt of a claim, the Administrator shall advise the Claimant within ninety (90) days
of receipt of the claim whether the claim is denied. If special circumstances require more
than ninety (90) days for processing, the Claimant will be notified in writing within ninety
(90) days of filing the claim that the Administrator requires up to an additional ninety
(90) days to reply. The notice will explain what special circumstances make an extension
necessary and indicate the date a final decision is expected to be made.
	 
	 	 	If the claim is denied in whole or in part, the Claimant shall be provided a written
opinion, using language calculated to be understood by the Claimant, setting forth:






	 	(i)	 	The specific reason or reasons for such denial;




18









 






	 	(ii)	 	The specific reference to pertinent provisions of this Plan on which such
denial is based;
	 
	 	(iii)	 	A description of any additional material or information necessary for the
Claimant to perfect the claim and an explanation of why such material or such
information is necessary;
	 
	 	(iv)	 	Appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review; and
	 
	 	(v)	 	The time limits for requesting a review under rule 11.3 and for review under
rule 11.4 hereof.






	11.3	 	Request for Review
	 
	 	 	Within sixty (60) days after the receipt by the Claimant of the written opinion described
above, the Claimant may request in writing that the Administrator review its determination.
The Claimant or the Claimant’s duly authorized representative may, but need not, review the
pertinent documents and submit issues, comments, documents or other information in writing
for consideration by the Administrator. If the Claimant does not request a review of the
initial determination within such sixty (60) day period, the Claimant shall be barred and
estopped from challenging the determination.
	 
	11.4	 	Review of Decision
	 
	 	 	Within sixty (60) days after the Administrator’s receipt of a request for review, it will
review the initial determination. After considering all materials presented by the Claimant,
the Administrator will render a written opinion, written in a manner calculated to be
understood by the Claimant, setting forth the specific reasons for the decision and
containing specific references to the pertinent provisions of the Plan and/or this Schedule
on which the decision is based. If special circumstances require that the sixty (60) day
time period be extended, the Administrator will so notify the Claimant and will render the
decision as soon as possible, but no later than one hundred twenty (120) days after receipt
of the request for review.










19









 











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 issue or transfer of the Shares to
the Participant, during which the Shares cannot be sold, transferred or otherwise disposed.




20









 






	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.
	 
	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, except in
exceptional circumstances, the Committee may not select a person who has given or received
notice terminating its employment.
	 
	 	 	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	 	In Rule 2.3 (Individual limits), the words “or which are subject to the Award in order to
compensate the Participant for having agreed to pay or repay any employer social security
liability” shall be deleted.
	 
	3	 	Rule 3 (Dividends and Dividend Equivalents)
	 
	3.1	 	Rule 3.2.(Dividend Equivalents) shall be deleted and replaced by the following provisions:
	 
	 	 	The Committee, in its sole discretion but to the extent permitted under the French
Commercial Code and the French Tax Code without jeopardising the favourable tax and social
security regime applicable to the Awards, can decide that Awards carry Dividend Equivalents.
	 
	 	 	If an Award carries Dividend Equivalents, the Participant will receive, as soon as
practicable after Vesting, an amount (in cash or Shares) freely determined by the
Committee.
	 
	 	 	For the avoidance of doubt, in the event the amount is paid in the form of Shares, these
Shares shall not be considered as having been granted under this schedule 2 or resulting
from the vesting of Awards.”
	 
	4	 	Rule 4 (Vesting of Awards)
	 
	4.1	 	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 6.5 (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 6.5 (Death and Defined Disability), before the second
anniversary of the Award Date, the Award will not so Vest but will continue until the second




21









 






	 	 	anniversary of the Award Date, or a later date as determined by the Committee, when it will
Vest.”






	4.2	 	Rule 4.2 (Consequences of Vesting — Conditional Award) shall be deleted and replaced by the
following provisions:






	 	“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 issued or 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 issued or transferred Shares.
	 
	 	4.2.2	 	Shares issued or 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
6.5 (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.”






	4.3	 	Rule 4.5 (Cash alternative) shall be deleted. Any provision of the Plan referring to this
rule 4.5 shall be deleted accordingly.
	 
	5	 	Rule 6 (Leaving employment)
	 
	5.1	 	In rule 6.1.1, the terms “Unless rules 6.2 or 6.3 applies” shall be replaced by “Unless rules
6.2, 6.3 or 6.5 applies”
	 
	5.2	 	In rule 6.1.2, the terms “listed in rule 6.2 or 6.3 below” shall be replaced by “listed in
rule 6.2, 6.3 or 6.5 below”
	 
	5.3	 	In rule 6.2, the terms “Except where rule 6.3 applies” shall be replaced by “Except where
rules 6.3 or 6.5 applies”
	 
	5.4	 	Rule 6.2.1 shall be deleted
	 
	5.5	 	Rule 6.2.4 shall be deleted and replaced by “ill-health, injury or disability (other than a
Defined Disability); or
	 
	5.6	 	Rule 6.5 shall be added, according to the following terms:
	 
		 	6.5. 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.




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	6	 	Rule 7 (Corporate Events)
	 
	6.1	 	Rule 7 shall apply in accordance with Article L. 225-197-1-III of the French Commercial Code.
	 
	7	 	Rule 8 (Tax)
	 
	7.1	 	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 issued or 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.”
	 
	8	 	Rule 9 (General Terms)
	 
	8.1	 	Rule 9.2.2 shall be deleted.
	 
	9	 	Rule 10 (Amendment and termination of the Plan)
	 
	9.1	 	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”.
	 
	10	 	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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