EX-4.43






Exhibit 4.43




Rules of the Randgold Resources Limited Restricted Share Scheme




Approved by the Board on 26 March 2008 and by the Company in general meeting on




28 July 2008





 









 








RULES OF THE RANDGOLD RESOURCES LIMITED RESTRICTED SHARE SCHEME




CONTENTS




	 	 	 	 	 
	CLAUSE	 	PAGE
	1. DEFINITIONS
	 	 	1	 
	2. COMMENCEMENT AND TITLE
	 	 	5	 
	3. GRANT OF AWARDS
	 	 	6	 
	4. SCHEME LIMITS
	 	 	6	 
	5. INDIVIDUAL LIMIT
	 	 	7	 
	6. NON-ASSIGNABILITY OF AWARDS
	 	 	7	 
	7. EXERCISE PRICE OF AN OPTION
	 	 	7	 
	8. EXERCISE OF OPTIONS AND VESTING OF ALLOCATIONS
	 	 	7	 
	9. LAPSE
	 	 	8	 
	10. MANNER OF EXERCISE OR VESTING
	 	 	9	 
	11. RECONSTRUCTION, TAKEOVER OR LIQUIDATION
	 	 	11	 
	12. CAPITAL REORGANISATION
	 	 	12	 
	13. EMPLOYMENT RIGHTS
	 	 	13	 
	14. ADMINISTRATION AND AMENDMENT
	 	 	13	 
	15. DATA PROTECTION
	 	 	15	 
	16. EXCLUSION OF THIRD PARTY RIGHTS
	 	 	15	 
	17. TERMINATION
	 	 	15	 
	18. GOVERNING LAW
	 	 	15	 







 









 








RULES OF THE RANDGOLD RESOURCES LIMITED RESTRICTED SHARE SCHEME





	1.	 	DEFINITIONS
	 
	 	 	In these Rules (unless the context otherwise requires) the following words and phrases have
the following meanings:
	 
	 	 	“Admitted” means admitted to the official list maintained by the FSA and admitted to
trading on the London Stock Exchange’s market for listed securities;
	 
	 	 	“Allocation” means a conditional award of a specified number of Shares;
	 
	 	 	“Announcement Date” means any date on which the results of the Group for the last preceding
financial period or half-period are announced;
	 
	 	 	“Associated Company” has the meaning given
to it in section 416 of the Income and
Corporation Taxes Act 1988;
	 
	 	 	“Award” means any Allocation or Option;
	 
	 	 	“Award Tax Liability” means an amount sufficient to satisfy all taxes, duties, social
security or national insurance contributions and any equivalents or any other amounts which
are required to be withheld or accounted for by a Participant’s Employing Company, the
Company, any Associated Company of the Company or the Trustees in connection with the
grant, holding, exercise and/or vesting of an Award;
	 
	 	 	“Base Salary” means the cash earnings (excluding bonuses) of the office(s) or employment(s)
by virtue of which an Eligible Employee is eligible to participate in the Scheme during the
period of 12 months ending on the relevant Date of Grant or the last accounting period of
the Company, if greater;
	 
	 	 	“Board” means the board of directors from time to time of the Company (or the directors
present at a duly convened meeting of such board) or a duly authorised committee of the
Board;
	 
	 	 	“Cause” means:






	 	(a)	 	the Participant’s conviction of a plea of nolo contendere to any felony ;
	 
	 	(b)	 	the Participant’s gross negligence in the discharge of his duties;
	 
	 	(c)	 	the Participant’s wilful misconduct in the discharge of his duties;
	 
	 	(d)	 	any wilful and material breach of any provisions of the Participant’s
contract of employment which breach, if susceptible to cure, is not ended immediately
upon written notice, or not cured by the Participant within ten (10) business days
following written notice from the Board detailing such breach;
	 
	 	(e)	 	the Participant’s failure to perform his material duties (other than as a
result of his Disability) which is either wilful or deliberately repeated after
written notice, or not cured by the Participant within ten (10) business days
following written notice from the Board detailing such failure; or
	 
	 	(f)	 	the Participant’s becoming insolvent or making any arrangement or composition
with his creditors,






	 	 	PROVIDED THAT no act or failure to act on the Participant’s part will be considered
“wilful” if done, or omitted to be done by the Participant in good faith and in the
reasonable belief




 









 






	 	 	that his action or omission was in the best interests of the Company, and Cause shall exist
from and after the occurrence of any such event or conduct;






	 	 	“Change in Control” means;






	 	(g)	 	a sale by the Company of substantially all of its assets in one transaction
or a series of related transactions;
	 
	 	(h)	 	the acquisition by any person, entity, or group (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934 of the United States of
America, as amended) of equity interests in the Company representing thirty-five per
cent. (35%) or more of the voting power in the Company (including voting power
exercisable on a contingent or deferred basis as well as immediately exercisable
voting power)
	 
	 	(i)	 	a merger or consolidation involving the Company in which holders of the
Company’s equity securities immediately before the merger or consolidation do not
immediately after the merger or consolidation own over fifty per cent. (50%) of the
voting power in the entity surviving the merger or consolidation (including voting
power exercisable on a contingent or deferred basis as well as immediately exercisable
voting power); or
	 
	 	(j)	 	when, at any time during a Participant’s Employment, the individuals who
constitute the Board of Directors on the date (the “Commencement Date") on which the
Participant commences Employment (the “Incumbent Directors") cease for any reason to
constitute at least a majority thereof; provided, however, that a director who was not
a director at the Commencement Date shall be deemed to be an Incumbent Director if
such director was elected by, or on the recommendation of or with the approval of at
least a majority of the directors of the Company who then qualified as Incumbent
Directors, either actually (because they were directors on the Commencement Date) or
by prior operation of this sub-clause (d), but excluding, as a member of the Incumbent
Directors, any such individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of the Company (as such terms are used in Rule 14a-2 of Regulation 14A
promulgated under the Securities Exchange Act of 1934 of the United States of
America),






	 	 	PROVIDED THAT a series of transactions shall be considered related if they occurs within an
eighteen month period, but the fact that a series of transactions occur over a period
longer than eighteen months shall not preclude such transactions from being related;
	 
	 	 	“Commencement Date” means the date on which the Scheme is approved by the Company;
	 
	 	 	“Company” means Randgold Resources Limited, a company incorporated under the laws of Jersey
with registered number 62686;
	 
	 	 	“Condition” means any Performance Condition or any other objective condition determined by
the Board on or prior to the Date of Grant of an Award;
	 
	 	 	“Date of Grant” means the date on which an Award is granted in accordance with Rule 3.1;
	 
	 	 	“Dealing Day” means any day on which the London Stock Exchange is open for the transaction
of business;
	 
	 	 	“Disability” means incapacity or circumstances where the Participant is prevented by
illness, injury, accident or any other circumstance beyond his control from discharging his
material duties under his contract of Employment;




2









 












	 	 	“Eligible Employee” means any employee (including a director) of any Participating Company
who is required to devote substantially the whole of his working time to his employment or
office;
	 
	 	 	“Employees’ Share Scheme” has the
meaning given to it in section 1166 of the Companies Act
2006;
	 
	 	 	“Employing Company” means the Company or any Member of the Group or any Associated Company
of the Company by which the Participant is or, where the context so admits, was employed;
	 
	 	 	“Employment” means office or employment with any Member of the Group;
	 
	 	 	“Exercise Price” means the price at which a Participant may exercise an Option, established
in accordance with Rule 7;
	 
	 	 	“Financial Period” has the meaning of a period for which a profit and loss account of a
company is made up in accordance with the Companies (Jersey) Law 1991;
	 
	 	 	“FSA” means the Financial Services Authority acting in its capacity as the competent
authority for the purposes of part VI of the Financial Services and Markets Act 2000 of the
United Kingdom;
	 
	 	 	“Good Reason” means:






	 	(k)	 	any material breach by the Company of any of its obligations under a
Participant’s contract of Employment;
	 
	 	(l)	 	the Company requiring the Participant to relocate his primary residence to a
place designated by the Company (it being acknowledged by the Participant that he is
required to travel on business as needed), except for required travel on Company
business;
	 
	 	(m)	 	any material reduction in the Participant’s title, duties, authority or
responsibilities without his consent;
	 
	 	(n)	 	receipt by the Participant of notice from the Company under his contract of
Employment of the Company’s intention to terminate his Employment without cause; or
	 
	 	(o)	 	the assignment to the Participant without his consent of duties or
responsibilities materially inconsistent with his positions and duties described in
his contract of Employment,






	 	 	provided that the Participant may not terminate his employment for Good Reason unless he
first gives the Company written notice specifying the Good Reason (within ninety days after
the occurrence of the event giving rise to Good Reason in the case of a US Employee) and
the Company does not cure the Good Reason within thirty days after the date of such notice;
	 
	 	 	“Group” means the Company and its Subsidiaries from time to time;
	 
	 	 	“Internal Reorganisation” means any compromise, arrangement or offer (including any Change
in Control) which, in the reasonable opinion of the Board, having regard to the
shareholdings in the Company and any acquiring company before and after the compromise,
arrangement or offer and/or the consideration given for the acquisition of the Shares
and/or any other matter which it considers relevant, is in the nature of an internal
reorganisation or reconstruction of the Company;




3









 












	 	 	“London Stock Exchange” means London Stock Exchange plc or any successor company or body
carrying on the business of London Stock Exchange plc;
	 
	 	 	“Market Value” means, in relation to a Share on any date:






	 	(p)	 	at any time at which the Shares are Admitted, its middle market quotation (as
derived from the Daily Official List of the London Stock Exchange) on the Dealing Day
immediately preceding that date; or
	 
	 	(q)	 	at any time at which the Shares are not Admitted, the Board’s reasonable
opinion of the fair market value on the day immediately preceding that date;






	 	 	“Member of the Group” means the Company or any one of its Subsidiaries from time to time;
	 
	 	 	“Model Code” means the Model Code for transactions in securities by directors and certain
employees of listed companies issued by the FSA from time to time (or such other code as
may replace it), as amended from time to time;
	 
	 	 	“Option” means a right to acquire a specified number of Shares at the Exercise Price in
accordance with the Rules;
	 
	 	 	“Option Period” means the period commencing on the latest of:






	 	(r)	 	the date on which the Board determines that, the Performance Period having
expired, any Performance Condition has been satisfied, either in full or in part, in
respect of that period or has been waived;
	 
	 	(s)	 	the date on which the Board determines that any other Condition(s) have been
satisfied or waived; and
	 
	 	(t)	 	the third anniversary of the Date of Grant of an Option or such earlier or
later date as the Board may on or before the Date of Grant determine;






	 	 	and ending on the day preceding the tenth anniversary of the Date of Grant of an Option or
such earlier date as the Board may on or before the Date of Grant determine;
	 
	 	 	“Participant” means any individual who has been granted and remains entitled to a
Subsisting Award or (where the context admits) the personal representative(s) of any such
individual;
	 
	 	 	“Participating Company” means any Member of the Group;
	 
	 	 	“Performance Condition(s)” means any condition or conditions relating to the performance of
the Company and/or the Group and/or personal to the Participant determined by the Board on
or prior to the Date of Grant of an Award;
	 
	 	 	“Performance Period” means the period specified by the Board on or prior to the Date of
Grant of an Award in respect of which any Performance Condition is to be measured for the
purpose of determining whether or to what extent the Performance Condition has been
satisfied;
	 
	 	 	“Personal Data” has the meaning given to that term in section 1(1) of the Data Protection
(Jersey) Law 2005;
	 
	 	 	“Relevant Period” has the meaning given to that term in Rule 11.1;
	 
	 	 	“Rules” means these rules as from time to time amended in accordance with their provisions
by the Board or by the Company in general meeting;





4









 






	 	 	“Scheme” means this scheme as governed by the Rules;
	 
	 	 	“Share” means a fully paid ordinary share in the capital of the Company;
	 
	 	 	“Subsidiary” means a subsidiary as defined in section 2 and section 2A of the Companies
(Jersey) Law 1991 (as amended);
	 
	 	 	“Subsisting Allocation” means an Allocation to the extent that it has neither lapsed nor
vested;
	 
	 	 	“Subsisting Award” means a Subsisting Option or a Subsisting Allocation;
	 
	 	 	“Subsisting Option” means an Option to the extent that it has neither lapsed nor been
exercised;
	 
	 	 	“Trustees” means the trustees of any employee benefit trust established by the Company or
any other Member of the Group for the benefit of directors and/or employees of the Company
and/or Group;
	 
	 	 	“US Employee” means an Employee who is taxable in the United States on his or her Base
Salary.
	 
	 	 	“Vesting Date” means either:






	 	(u)	 	in relation to an Allocation and subject to (b) below and Rule 11.1, the
latest of:






	 	(i)	 	the date on which it is determined that, the Performance Period
having expired, any Performance Condition has been satisfied, either in full or
in part, in respect of that period or has been waived;
	 
	 	(ii)	 	the date on which the Board determines that any other
Condition(s) have been satisfied or waived; and
	 
	 	(iii)	 	the third anniversary of the Date of Grant of an Allocation or
such earlier or later date as the Board may on or before the Date of Grant
determine; or






	 	(v)	 	in relation to a Vested Part and subject to Rule 11.1, the date on which a
Vested Part vests in accordance with the applicable schedule of vesting as set out in
the Participant’s certificate evidencing the grant of the Allocation,






	 	 	save that if such date falls at a time at which the vesting of the Shares would not be
permitted under the Model Code, the Vesting Date shall be the first day following such date
on which the vesting of the Shares is permitted under the Model Code; and
	 
	 	 	“Vested Part” means, in relation to any Allocation on a Vesting Date, such proportion of
the total number of Shares over which the Allocation is granted which, on that date, vests
under an applicable schedule of vesting as set out in the Participant’s certificate
evidencing the grant of the Allocation.
	 
	 	 	Where the context so admits the singular shall include the plural and vice versa and the
masculine gender shall include the feminine. Any reference to a statutory provision is to
be construed as a reference to that provision as for the time being amended or re-enacted
and shall include any regulations or other subordinate legislation made under it.






	2.	 	COMMENCEMENT AND TITLE
	 
	 	 	The Scheme shall commence on the Commencement Date and shall be known as The Randgold
Resources Limited Restricted Share Scheme.




5









 












	3.	 	GRANT OF AWARDS
	 
	3.1	 	The Board may from time to time in its absolute discretion grant Awards to such Eligible
Employees as it shall in its absolute discretion select. No Eligible Employee shall be
entitled as of right to have an Award granted to him. The extent of any grant of Awards shall
be determined by the Board in its absolute discretion but shall be subject to the limits
contained in Rules 4 and 5.
	 
	3.2	 	An Award shall be designated as an Allocation or an Option.
	 
	3.3	 	No payment shall be required in consideration for the grant of an Award. The Board shall
grant Awards by deed or in such form as the Board shall decide. A single deed of grant may be
executed in favour of any number of Participants. Each Participant shall on, or as soon as
possible after, the Date of Grant be issued with a certificate evidencing the grant of the
Award and setting out its terms and any Condition(s) determined under Rule 3.4 below.
	 
	3.4	 	The Board may grant an Award subject to such Condition(s) as it in its discretion thinks fit
which must (save as otherwise provided in the Rules) be fulfilled before the Award (other than
a new award under Rule 13.4) may be exercised or vest (as the case may be). No such
Condition(s) may subsequently be varied or waived (save as otherwise provided in the Rules)
unless an event occurs which causes the Board to determine that such Condition(s) shall have
ceased to be appropriate whereupon the Board may in its absolute discretion vary or waive such
Condition(s) so that any new Condition(s) imposed or any variation are in its opinion fair,
reasonable and no more difficult to satisfy than the previous Condition(s).
	 
	3.5	 	Subject to Rules 3.6 and 3.7 below, an Award may only be granted at the following times:






	 	(a)	 	within the period of 42 days after the Commencement Date; or
	 
	 	(b)	 	within the period of 42 days after an Announcement Date; or
	 
	 	(c)	 	at any time at which the Board resolves that exceptional circumstances exist
which justify the grant of an Award.






	3.6	 	No Award may be granted at any time at which a dealing in the Shares would not be permitted
under the Model Code.
	 
	3.7	 	No Award may be granted under the Scheme later than ten years after the Commencement Date.
	 
	3.8	 	Subject to Rule 5 below, an Eligible Employee may be granted any combination of Awards,
whether in a single grant or pursuant to a series of grants.
	 
	4.	 	SCHEME LIMITS
	 
	4.1	 	Subject to such adjustments as may be made in accordance with Rule 12, no Award shall be
granted on any Date of Grant or any proposed Date of Grant if, as a result:






	 	(a)	 	the aggregate number of Shares issued or committed to be issued pursuant to
Awards made under the Scheme would exceed five per cent. of the issued ordinary share
capital of the Company on that Date of Grant; or
	 
	 	(b)	 	the aggregate number of Shares issued or committed to be issued pursuant to
Awards made under the Scheme and pursuant to grants or appropriations made during the
ten years preceding such Date of Grant under all other Employees’ Share Schemes
established by the Company would exceed fifteen per cent. of the issued ordinary share
capital of the Company on that Date of Grant.




6









 












	4.2	 	For the avoidance of doubt, Shares which have been the subject of Awards or of rights granted
under any other Employees’ Share Scheme which have lapsed shall not be taken into account for
the purposes of this Rule 4.
	 
	4.3	 	For the purposes of the limits contained in Rule 4.1, the references to Shares issued or
committed to be issued shall include Shares transferred from treasury or committed to be so
transferred unless institutional investor guidelines cease to require such Shares to be so
counted.
	 
	5.	 	INDIVIDUAL LIMIT
	 
	5.1	 	No Award may be granted to an Eligible Employee at any time if, as a result, the aggregate
Market Value of the Shares subject to that Award together with the aggregate Market Value of
Shares committed to be issued or transferred pursuant to any other Award granted to him in the
same Financial Period of the Company under the Scheme, would exceed a sum equal to twice his
Base Salary or, if higher, such fixed number of Shares as is determined by the Board on or
prior to the Date of Grant.
	 
	5.2	 	If any Award exceeds the appropriate limit determined in accordance with Rule 5.1 above, such
grant shall be void ab initio to the extent that the limit is exceeded.
	 
	5.3	 	For the purpose of this Rule 5, the Market Value of a Share subject to an Award shall be
calculated as at the Date of Grant of that Award.
	 
	5.4	 	For the purpose of the limit contained in Rule 5.1, the reference to Shares committed to be
issued shall include Shares committed to be transferred from treasury.
	 
	6.	 	NON-ASSIGNABILITY OF AWARDS
	 
	 	 	An Award may not be transferred, charged, pledged, mortgaged or encumbered in any way
whatsoever by a Participant or his personal representative(s). In the event of any breach
or purported breach of this Rule, an Award shall lapse forthwith. This Rule 6 shall not
prevent the personal representative(s) of a deceased Participant from exercising an Option
or from receiving Shares pursuant to a vested Allocation in accordance with the Rules or
the law of succession.
	 
	7.	 	EXERCISE PRICE OF AN OPTION
	 
	 	 	The Exercise Price of an Option shall be determined by the Board not later than the Date of
Grant and shall be such an amount (whether expressed as an amount per Share subject to the
Option or an amount payable on each exercise of an Option irrespective of the number of
Shares in respect of which the Option is exercised) as the Board may in its absolute
discretion determine provided that, in the case only of an Option to subscribe for Shares,
the Exercise Price per Share shall not be less than the nominal value of a Share (or, in
the case of an Option granted to a US Employee, the fair market value of a Share on the
date the Option is granted).
	 
	8.	 	EXERCISE OF OPTIONS AND VESTING OF ALLOCATIONS
	 
	8.1	 	Save as otherwise provided in the Rules and subject to Rule 9:






	 	(a)	 	a Subsisting Option shall be exercisable during the Option Period; and
	 
	 	(b)	 	a Subsisting Allocation shall vest on the Vesting Date;






	 	 	provided in each case that any Condition(s) shall have been fulfilled or waived.
	 
	8.2	 	Subject to Rule 11, if a Participant ceases to hold Employment before the expiry of the
Performance Period by reason of death, Disability or Good Reason, or the Company




7









 






	 	 	terminates the Participant’s Employment without Cause, the following provisions shall
apply:






	 	(i)	 	a Subsisting Option shall become exercisable, subject to
paragraph (iii) below, on the commencement of the Option Period and may be
exercised within the period of twelve months from that date;
	 
	 	(ii)	 	a Subsisting Allocation shall vest, subject to paragraph (iv)
below, on the Vesting Date;
	 
	 	(iii)	 	a Subsisting Option shall be exercisable in respect of such
number of Shares as is equal to “A” where:





	 	 	 	 	 
	A =

	 	X
	 	PA where:
	 

	 	Y	 	 







	 	 	 	A is the number of Shares in respect of which the Option may be exercised;
	 
	 	 	 	PA is the number of Shares in respect of which the Option would be
exercisable having applied the Performance Condition(s) to the related
Performance Period;
	 
	 	 	 	X is the number of days which have elapsed from the Date of Grant to the date
on which the Participant ceased to hold Employment plus 365; and
	 
	 	 	 	Y is the total number of days which would have been comprised in the
Performance Period had the Participant not ceased to be in Employment; and
	 
	 	(iv)	 	a Subsisting Allocation shall vest in respect of such number of
Shares as is equal to “A” where:





	 	 	 	 	 
	A =

	 	X
	 	PA where:
	 

	 	Y	 	 







	 	 	 	A is the number of Shares in respect of which the Allocation vests;
	 
	 	 	 	PA is the number of Shares in respect of which the Allocation would vest
having applied the Performance Condition(s) to the related Performance
Period;
	 
	 	 	 	X is the number of days which have elapsed from the Date of Grant to the date
on which the Participant ceased to hold Employment plus 365; and
	 
	 	 	 	Y is the total number of days which would have been comprised in the
Performance Period had the Participant not ceased to be in Employment.






	8.3	 	If a Participant ceases to hold Employment for one of the reasons set out in Rule 8.2 and a
Subsisting Award is not subject to any Performance Condition(s):






	 	(a)	 	any Subsisting Option may be exercised within the period of twelve months
commencing on the date on which the Option Period commences; and
	 
	 	(b)	 	any Subsisting Allocation will vest on the Vesting Date.






	9.	 	LAPSE
	 
	 	 	A Subsisting Award, whenever granted, shall lapse and cease to be capable of exercise or
vesting upon the earliest to occur of the following:






	 	(a)	 	in the case of an Option, the expiry of the Option Period;




8









 






	 	(b)	 	the expiry of the Performance Period, if any Performance Condition(s) remain
unfulfilled at that date and have not been waived, except that:






	 	(i)	 	where Performance Condition(s) allow for an Award to be
exercisable or vest in part on partial satisfaction of the Performance
Condition(s), a Subsisting Award shall lapse only to the extent of the
unexercisable or unvested part; and
	 
	 	(ii)	 	a Subsisting Option which is exercisable pursuant to Rule 11.1
by reference to the Relevant Period rather than the Performance Period shall
not lapse on the expiry of the original Performance Period to the extent that
it is exercisable under that Rule;






	 	(c)	 	the expiry of any period within which a Condition other than a Performance
Condition has to be satisfied in accordance with its terms, if such Condition remains
unfulfilled at that date and has not been waived;
	 
	 	(d)	 	the date on which the Participant ceases to hold any Employment, or the date
on which he gives or is given notice of such cessation, for any reason other than
those set out in Rule 8.2 above;
	 
	 	(e)	 	in the case of a Subsisting Option, the expiry of any of the periods
mentioned in Rules 8.2 or 8.3;
	 
	 	(f)	 	the date upon which the Participant ceases to hold Employment (or is given
notice to terminate) by reason of Cause;
	 
	 	(g)	 	the first to expire of any of the periods mentioned in Rule 11 below
including for the avoidance of doubt the expiry of the period of one month specified
in Rule 11.4 (subject to any agreement entered into pursuant to Rule 11.4);
	 
	 	(h)	 	any breach or purported breach of Rule 6 by the Participant.






	10.	 	MANNER OF EXERCISE OR VESTING
	 
	10.1	 	 






	 	(a)	 	a Subsisting Option shall be exercised by the Participant lodging with the
Secretary of the Company at its registered office (or otherwise as may be notified to
Participants from time to time):






	 	(i)	 	the certificate in respect of the Option to be exercised;
	 
	 	(ii)	 	a notice of exercise in such form as the Board may from time to
time prescribe; and
	 
	 	(iii)	 	payment (in such manner as the Board shall direct) of the
Exercise Price in respect of the Option;






	 	 	 	and the date of exercise shall be the date of receipt of such notice and payment or
such other date as the Board may have specified in the notice of exercise; and
	 
	 	(b)	 	a Subsisting Allocation shall vest automatically on the Vesting Date.






	10.2	 	On the vesting of a Subsisting Allocation which is to be satisfied by the issue of new
Shares, the Board may require the Participant to pay to the Company the aggregate nominal
value of the Shares to be issued in which case such Shares will not be issued pursuant to Rule
10.5 until such payment has been received by the Company.




9









 












	10.3	 	An Option may be exercised in whole or in part. Following any exercise of an Option in part
(other than an exercise which exhausts the Option), the Participant shall be sent a new Award
certificate in respect of the balance of Shares which are the subject of such Option.
	 
	10.4	 	Unless otherwise provided in these Rules, no Award shall be treated as having been exercised
or vested unless and until the Board is satisfied that any Condition(s) have been satisfied or
partially satisfied in accordance with their terms or have been waived.
	 
	10.5	 	Subject to the obtaining of any necessary consents from H.M. Treasury, the Bank of England or
other competent authority and to the terms of any such consent and subject to Rule 10.4, the
Board shall:






	 	(a)	 	subject to Rules 10.5(b) and (c) below, within 30 days of the vesting of an
Allocation or exercise of an Option cause the Company to allot and issue or procure
the transfer of the relevant Shares;
	 
	 	(b)	 	by 15 March immediately following the calendar year in which an Allocation
held by a US Employee vests, cause the Company to allot and issue or procure the
transfer of the relevant Shares; and
	 
	 	(c)	 	delay the allotment and issue or transfer of the relevant Shares in respect
of an Allocation held by a US Employee which vests pursuant to Rule 8.2 for a period
of six months following the cessation of the Participant’s employment (or, if earlier
until the Participant’s death) if, and to the extent that, such delay is required in
order to comply with Section 409A of the US Internal Revenue Code,






	 	 	and send or cause to be sent to the Participant a share certificate (or other evidence of
title) for the Shares in respect of which the Award is exercised or has vested.
	 
	10.6	 	Shares issued or transferred pursuant to the Scheme will rank pari passu in all respects with
Shares then already in issue except that they will not rank for any dividend or other
distribution of the Company paid or made by reference to a record date falling prior to the
date of exercise or vesting of the relevant Award.
	 
	10.7	 	If and for so long as the Shares are Admitted, the Company shall as soon as practicable after
any such allotment apply to the FSA and the London Stock Exchange for permission for the same
to be Admitted. Any application may be postponed at the Board’s discretion until application
can be made in respect of such number of Shares as the Board considers appropriate.
	 
	10.8	 	The Company shall maintain sufficient unissued share capital to satisfy all rights to
subscribe for Shares from time to time under Subsisting Awards.
	 
	10.9	 	The Company and/or the Employing Company of a Participant and/or the Trustees shall have the
right, prior to the delivery of the Shares otherwise deliverable to a Participant on the
exercise or vesting of an Award:






	 	(a)	 	to require the Participant to remit to or at the direction of his Employing
Company an amount sufficient to satisfy the Award Tax Liability; and/or
	 
	 	(b)	 	to reduce the number of Shares otherwise deliverable to the Participant by an
amount equal in value to the amount of the Award Tax Liability or sell a sufficient
number of the Shares on behalf of the Participant to realise sale proceeds equivalent
to the Award Tax Liability and remit such amount to or at the direction of his
Employing Company or the Trustees in satisfaction of the liability; and/or
	 
	 	(c)	 	to deduct the amount of the Award Tax Liability from cash payments otherwise
to be made to the Participant.










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	 	 	The Board may make such arrangements and determinations in this regard, consistent with the
Rules, as it may in its absolute discretion consider to be appropriate.
	 
	11.	 	RECONSTRUCTION, TAKEOVER OR LIQUIDATION
	 
	11.1	 	Subject to Rule 11.5, if a Change in Control occurs before the expiry of the Performance
Period, Participants shall be notified and the following provisions shall apply:






	 	(a)	 	the Performance Period shall be deemed to have ended on the date of the
Change in Control (which reduced period shall be referred to as the “Relevant
Period”);
	 
	 	(b)	 	the Board shall determine on the date of the Change in Control.






	 	(i)	 	the number of Shares in respect of which a Subsisting Option is
exercisable or a Subsisting Allocation shall vest pursuant to paragraph (e)
below; and
	 
	 	(ii)	 	whether any other Condition(s) have been satisfied or waived;






	 	(c)	 	if any other Condition(s) have been satisfied or waived, a Subsisting Option
shall become exercisable immediately following the Change in Control and may be
exercised until the expiry of the period of one month commencing on the date of the
Change in Control in respect of the number of Shares determined under paragraph (b)(i)
above;
	 
	 	(d)	 	if any other Condition(s) have been satisfied or waived, a Subsisting
Allocation shall vest immediately following the Change in Control or, if the date of
vesting falls at a time when the vesting of the Shares would not be permitted under
the Model Code, on the first date following such date on which the vesting of the
Shares is permitted under the Model Code, in respect of the number of Shares
determined under paragraph (b)(i) above; and
	 
	 	(e)	 	a Subsisting Option shall be exercisable, and a Subsisting Allocation shall
vest, in respect of such number of Shares as is equal to the number of Shares in
respect of which the Award would be exercisable or would vest if the Performance
Condition(s) were applied to the Relevant Period unless the Board deems it
impracticable to apply the Performance Condition(s) to the Relevant Period, in which
case such other period as the Board shall determine may be substituted.






	11.2	 	Subject to Rule 11.5, if a Change in Control occurs on or after the expiry of the Performance
Period, Participants shall be notified and the following provisions shall apply:






	 	(a)	 	the Board shall, if it has not already done so, determine immediately prior
to the Change in Control:






	 	(i)	 	whether the Performance Condition has been satisfied, in full
or in part, in respect of the Performance Period and the number of Shares in
respect of which a Subsisting Option is exercisable or a Subsisting Allocation
shall vest; and
	 
	 	(ii)	 	whether any other Condition(s) have been satisfied or waived;






	 	(b)	 	if any other Condition(s) have been satisfied or waived, a Subsisting Option
shall become exercisable immediately following the Change in Control and may be
exercised until the expiry of the period of one month commencing on the date of the
Change in Control in respect of the number of Shares determined by the Board;
	 
	 	(c)	 	if any other Condition(s) have been satisfied or waived, a Subsisting
Allocation shall vest immediately following the Change in Control or, if the date of
vesting falls at a time when the vesting of the Shares would not be permitted under
the Model Code,





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	 	 	 	on the first date following such date on which the vesting of the Shares is
permitted under the Model Code in respect of the number of Shares determined by the
Board.






	11.3	 	Subject to Rule 11.5, if a Change in Control occurs and a Subsisting Award is not subject to
any Performance Condition(s), Participants shall be notified and the following provisions
shall apply:






	 	(a)	 	the Board shall, if it has not already done so, determine immediately prior
to the Change in Control whether any other Condition(s) have been satisfied or waived;
	 
	 	(b)	 	if any other Condition(s) have been satisfied or waived, a Subsisting Option
shall become exercisable immediately following the Change in Control and may be
exercised until the expiry of the period of one month commencing on the date of the
Change in Control;
	 
	 	(c)	 	if any other Condition(s) have been satisfied or waived, a Subsisting
Allocation shall vest immediately following the Change in Control or, if the date of
vesting falls at a time when the vesting of the Shares would not be permitted under
the Model Code, on the first date following such date on which the vesting of the
Shares is permitted under the Model Code.






	11.4	 	Following a Change in Control, any Participant may, by agreement with the acquiring company
(the “Acquiring Company”), within the period of one month from the date of the Change in
Control release any of his Subsisting Awards in consideration of the grant of a new award on
such terms as are agreed with the Acquiring Company.
	 
	11.5	 	Rules 11.1, 11.2 and 11.3 shall not apply in the case of an Internal Reorganisation, unless
the Acquiring Company fails to make an offer to Participants to release Subsisting Awards in
accordance with Rule 11.4 within one week of the Change in Control, in which case Rule 11.1 or
Rule 11.2 or Rule 11.3 shall apply as if the Change in Control had occurred on the day
following the end of the period of one week mentioned above.
	 
	11.6	 	Notwithstanding anything to the contrary contained herein, if an Option is converted to an
option to purchase shares of an Acquiring Company (or a parent or subsidiary company), the
exercise price and number of shares covered by the Option will be adjusted in a manner that
complies with Section 409A of the US Internal Revenue Code.






	11.7	 	The vesting of an Allocation or exercise of an Option pursuant to the preceding provisions of
this Rule 11 shall be subject to the provisions of Rule 10.
	 
	12.	 	CAPITAL REORGANISATION
	 
	12.1	 	In the event of any variation in the ordinary share capital of the Company by way of
capitalisation of profits or reserves or by way of rights or any consolidation or sub-division
or reduction of capital or otherwise, then the number and the nominal value of Shares subject
to any Subsisting Awards, the Exercise Price and, where an Award has been exercised or has
vested but, as at the date of the variation of capital referred to above, no Shares have been
allotted or transferred pursuant to such exercise or vesting, the number of Shares which may
be so allotted or transferred and the price at which they may be acquired, may be adjusted by
the Board in such manner and with effect from such date as the Board may determine to be
appropriate.
	 
	12.2	 	No adjustment under Rule 12.1 shall be made which would reduce the Exercise Price of any
Option to subscribe for Shares below the nominal value of a Share unless and to the extent
that:






	 	(a)	 	the Board is authorised to capitalise from the reserves of the Company a sum
equal to the amount by which the nominal value of the Shares subject to the Option
exceeds the aggregate adjusted Exercise Price; and




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	 	(b)	 	the Board shall resolve to capitalise and apply such sum on exercise of that
Option.






	12.3	 	The Board shall notify Participants in such manner as it thinks fit of any adjustment made
under Rule 12.1 and may call in, cancel, endorse, issue or re-issue any award certificate as a
result of any such adjustment.
	 
	13.	 	EMPLOYMENT RIGHTS
	 
	13.1	 	The Scheme shall not form part of any contract of employment between any Member of the Group
and any employee of any such company and the rights and obligations of any individual under
the terms of his office or employment with any Member of the Group shall not be affected by
his participation in the Scheme or any right which he may have to participate therein.
	 
	13.2	 	Participation in the Scheme shall be on the express condition that:






	 	(a)	 	neither participation nor cessation of participation shall afford any
individual under the terms of his office or employment with any Member of the Group
any additional or other rights to compensation or damages; and
	 
	 	(b)	 	no damages or compensation shall be payable in consequence of the termination
of such office or employment (whether or not in circumstances giving rise to a claim
for wrongful or unfair dismissal) or for any other reason whatsoever to compensate him
for the loss of any rights the Participant would otherwise have had (actual or
prospective) under the Scheme howsoever arising but for such termination; and
	 
	 	(c)	 	the Participant shall be deemed irrevocably to have waived any such rights to
which he may otherwise have been entitled.






	13.3	 	No individual shall have any claim against a Member of the Group arising out of his not being
admitted to participation in the Scheme which (for the avoidance of all, if any, doubt) is
entirely within the discretion of the Board.
	 
	13.4	 	No Participant shall be entitled to claim compensation from any Member of the Group in
respect of any sums paid by him pursuant to the Scheme or for any diminution or extinction of
his rights or benefits (actual or otherwise) under any Award held by him consequent upon the
lapse for any reason of any Award held by him or otherwise in connection with the Scheme and
each Member of the Group shall be entirely free to conduct its affairs as it sees fit without
regard to any consequences under, upon or in relation to the Scheme or any Award or
Participant.
	 
	14.	 	ADMINISTRATION AND AMENDMENT
	 
	14.1	 	The Scheme shall be administered under the direction of the Board which may at any time and
from time to time by resolution and without other formality delete, amend or add to the Rules
of the Scheme in any respect provided that:






	 	(a)	 	no deletion, amendment or addition shall operate to affect adversely in any
material way any rights already acquired by a Participant under the Scheme without the
approval of the majority of the affected Participants first having been obtained;
	 
	 	(b)	 	no deletion, amendment or addition to the advantage of Participants may be
made to any of the provisions of the Scheme relating to:






	 	(i)	 	eligibility;
	 
	 	(ii)	 	the limitations on the number or amount of Shares, cash or
other benefits subject to the Scheme;




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	 	(iii)	 	the maximum entitlement for any one Participant;
	 
	 	(iv)	 	the basis for determining a Participant’s entitlement to, and
the terms of Shares, cash or other benefits to be provided under the Scheme and
for the adjustment thereof (if any) in the event of a capitalisation issue,
rights issue or open offer, sub-division or consolidation of Shares or
reduction of capital or any other variation of capital;






	 	 	 	except with the prior approval of the Company in general meeting, unless the
deletion, amendment or addition is minor and to benefit the administration of the
Scheme, to obtain or maintain favourable tax, exchange control or regulatory
treatment for Participants or any Member of the Group or to take into account
existing or proposed legislation.






	14.2	 	Notwithstanding anything to the contrary contained in these Rules, the Board may at any time
by resolution and without further formality establish further schemes or sub-schemes to apply
in overseas territories governed by rules similar to these Rules but modified to take account
of local tax, exchange control or securities laws, regulation or practice provided that any
Shares made available under any such scheme shall be treated as counting against any limits on
overall or individual participation in the Scheme.
	 
	14.3	 	The Board may from time to time make and vary such rules and regulations not inconsistent
with the Scheme and establish such procedures for the administration and implementation of
this Scheme as it thinks fit and in the event of any dispute or disagreement as to the
interpretation of any such rules, regulations or procedures, the decision of the Board shall
be final and binding upon all persons.
	 
	14.4	 	The Scheme, the granting, exercise or vesting of Awards thereunder, and the other obligations
of the Company under the Scheme, shall be subject to all applicable national or local laws,
rules, and regulations and to such approvals by any regulatory or governmental agency as may
be required, and to any rules or regulations of any exchange or securities association on
which the Shares are listed. The Company, in its discretion, may postpone the granting and
exercise or vesting of Awards, the issuance or delivery of Shares under any Award or any other
action permitted under the Scheme to permit the Company, with reasonable diligence, to
complete such stock exchange listing or registration or qualification of such Shares or other
required action under any national or local law, rule, or regulation and may require any
Participant to make such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of Shares in compliance with
applicable laws, rules, and regulations. The Company shall not be obliged by virtue of any
provision of the Scheme to recognise the exercise or vesting of any Award or to otherwise sell
or issue Shares in violation of any such laws, rules, or regulations; and any postponement of
the exercise or vesting and settlement of any Award under this provision shall not extend the
term of such Award, and neither the Company nor its directors or officers shall have any
obligation or liability to the Participant with respect to any Award (or Shares issuable or
transferable thereunder) that shall lapse because of such postponement.
	 
	14.5	 	The Board’s decision on any matter relating to the interpretation of the Rules and any other
matters concerning the Scheme (including the rectification of errors or mistakes of procedure
or otherwise) shall be final and binding.
	 
	14.6	 	Any notice or other communication under or in connection with the Scheme may be given:






	 	(a)	 	by the Company to an Eligible Employee or Participant either personally or
sent to him at his place of work by electronic mail or by post addressed to the
address last known to the Company (including any address supplied by the relevant
Participating Company or any Subsidiary) or sent through the Company’s internal postal
service; and




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	 	(b)	 	to the Company, either personally or by post to the Company Secretary.






	 	 	Items sent by post shall be pre-paid and shall be deemed to have been received 72 hours
after posting. Items sent by electronic mail shall be deemed to have been received on the
day on which they are sent.
	 
	14.7	 	The Company shall bear the costs of setting up and administering the Scheme. However, the
Company may require any Participating Company to reimburse the Company for any costs borne by
the Company directly or indirectly in respect of such Participating Company’s officers or
employees.
	 
	14.8	 	The Company shall maintain all necessary books of account and records relating to the Scheme.
	 
	14.9	 	The Board shall be entitled to authorise any person to execute on behalf of a Participant, at
the request of the Participant, any document relating to the Scheme, in so far as such
document is required to be executed pursuant hereto.
	 
	14.10	 	The Company may send copies to Participants of any notice or document sent by the Company to
the holders of Shares.
	 
	14.11	 	If any Award certificate shall be worn out, defaced or lost, it may be replaced on such
evidence being provided as the Board may require.
	 
	14.12	 	In the case of the partial exercise of an Option, the Board may call in and endorse or
cancel and re-issue as it thinks fit, any certificate for the balance of Shares over which the
Option was granted.
	 
	15.	 	DATA PROTECTION
	 
	 	 	As a condition of the grant of an Award, a Participant consents to the collection,
retention, use, processing and transfer (whether between themselves or to any third party
and including transfer to countries outside the European Economic Area) of his Personal
Data by any Member of the Group, any of their Associated Companies, the trustees of any
employee benefit trust, any administrator of the Scheme or the Company’s registrars or
brokers for the purposes of implementing and operating the Scheme.
	 
	16.	 	EXCLUSION OF THIRD PARTY RIGHTS
	 
	 	 	The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Scheme nor to any
Award granted under it and no person other than the parties to an Award shall have any
rights under it nor shall it be enforceable under that Act by any person other than the
parties to it.
	 
	17.	 	TERMINATION
	 
	 	 	The Board or the Company in general meeting may resolve at any time that no Awards or
further Awards shall be granted under the Scheme and in any event no Awards may be granted
under the Scheme on or after the tenth anniversary of the Commencement Date provided that
this Rule shall not affect the subsisting rights of Participants.
	 
	18.	 	GOVERNING LAW
	 
	 	 	These Rules shall be governed by and construed in accordance with Jersey law.






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