EX-10.6





 Exhibit 10.6 

 
  

 
 FERGUSON
GROUP 
 PERFORMANCE ORDINARY SHARE PLAN 

2019 
  

 

 
 Approved by
resolution of the Board 
 on 22 March 2019 and amended by resolution of the Board of the Company on 

27 January 2021 












 CONTENTS 
  

							
	CLAUSE	 	 	  	PAGE	 
			
	 1.
	 	 DEFINITIONS
	  	 	1	 
			
	 2.
	 	 GRANT OF AWARDS
	  	 	5	 
			
	 3.
	 	 PERFORMANCE CONDITION
	  	 	7	 
			
	 4.
	 	 AWARDS WHICH TAKE THE FORM OF A RESTRICTED SHARE AWARD
	  	 	7	 
			
	 5.
	 	 VESTING OF AWARDS
	  	 	8	 
			
	 6.
	 	 LEAVERS
	  	 	8	 
			
	 7.
	 	 TAKE-OVER AND LIQUIDATION
	  	 	10	 
			
	 8.
	 	 ROLLOVER OF AWARDS
	  	 	11	 
			
	 9.
	 	 CONSEQUENCES OF VESTING
	  	 	12	 
			
	 10.
	 	 MALUS AND CLAWBACK
	  	 	14	 
			
	 11.
	 	 RELATIONSHIP OF PLAN TO CONTRACT OF EMPLOYMENT
	  	 	15	 
			
	 12.
	 	 ADJUSTMENT OF AWARDS
	  	 	16	 
			
	 13.
	 	 ADMINISTRATION AND AMENDMENT
	  	 	16	 
			
	 14.
	 	 DATA PROTECTION
	  	 	17	 
			
	 15.
	 	 GENERAL
	  	 	17	 
		
	 APPENDIX A U.S. RULES
	  	 	19	 

  

  
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 RULES OF THE FERGUSON GROUP PERFORMANCE ORDINARY SHARE PLAN 2019 

 

	1.	 DEFINITIONS 



 

	1.1	 In this Plan, unless the context otherwise requires, the following words and expressions shall have the
following meanings, namely: 


 Adoption Date means 22 March 2019; 

Award means an award (or where the context permits, part of an award) granted under rule 2 in the form of an Option, a
Restricted Share Award, a Conditional Award or a Phantom Award, as the Committee may determine, which is for the time being subsisting; 

Award Certificate means the certificate or any other document issued in respect of the grant of an Award under rule 2.4;

 Board means the board of the directors of the Company; 

Capital Reorganisation means any capitalisation issue, rights issue, sub-division,
consolidation or reduction of capital or any other variation of the share capital of the Company; 
 Committee means the
Remuneration Committee of the Company or some other duly authorised committee of the Board; 
 the Company means the company
incorporated in Jersey as Ferguson plc, with registered number 128484; 
 Control shall have the meaning given to that word by
section 995 of the Income Tax Act 2007; 
 Conditional Award means an Award which takes the form of a contingent right to
acquire or receive Shares at no or nominal cost; 
 the Date of Grant means the date on which the Committee grants an Award;

 DI means a depositary interest representing an ordinary share in the capital of the Company; 

DRS statement means the direct registration system statement of account representing certificated ordinary shares listed and
traded on the relevant United States Stock Exchange held on the Company’s share register maintained in the United States; 
 DTC
means the Depository Trust Company, being the system used to settle trades of uncertificated ordinary shares listed and traded on the relevant United States Stock Exchange held on the Company’s share register maintained in the United
States; 
 Eligible Employee means any employee (excluding an executive director of the Company) of any member of the Group;













 Employer means the Company or any Subsidiary that, with the consent of the
Company, participates under this Plan; 
 Final Value means, in the case of Vested Shares, their aggregate market value
calculated by reference to the closing middle-market quotation of a Share (as derived from the Daily Official List of the London Stock Exchange in the case of a DI priced in Pounds Sterling or from the equivalent such records of the relevant United
States Stock Exchange in the case of an ordinary share in the capital of the Company priced in US Dollars) on the relevant Vesting Date; 

Financial Year has the meaning given to it by section 390 of the Companies Act 2006; 

Grant Period means the period of 42 days commencing on: 

 

	 	(a)	 the Adoption Date; 


  

	 	(b)	 the day immediately following the day on which the Company makes an announcement of its results for the last
preceding financial year, half year or other period; or 


  

	 	(c)	 any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Awards;



 the Group means the Company and its Subsidiaries from time to time and the expression member of the
Group shall be construed accordingly; 
 Listing Rules means the UK Listing Rules published by the Financial Conduct
Authority; 
 Market Abuse Regulation means Regulation (EU) No 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse (or any equivalent or successor legislation); 
 NASDAQ means Nasdaq, Inc. or any successor
body thereto; 
 New York Stock Exchange means New York Stock Exchange, Inc. or any successor body thereto; 

Notional Share means a share equal in value to a Share, but having no legal rights attributable to a Share; 

Option means an Award which takes the form of an option to acquire Shares at either no or nominal cost or at market value, to be
determined at the discretion of the Committee; 
 Option Exercise Value means, in relation to an Option, the aggregate market
value of the Vested Shares subject to such Option calculated by reference to the closing middle market quotation of a Share (as derived from the Daily Official List of the London Stock Exchange in the case of a DI priced in Pounds Sterling or from
the equivalent such records of the relevant United States Stock Exchange in the case of an ordinary share in the capital of the Company priced in US Dollars) on the last date of the relevant exercise period less any exercise price payable per Share
on the exercise of such Option, provided that if the calculation produces a negative number, the Option Exercise Value shall be nil; 

  
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 Participant means an Eligible Employee who has been granted an Award
(including, where the context permits, the legal representative of a deceased Participant) which has not lapsed or been surrendered or forfeited; 

Performance Condition means, in respect of an Award, the condition determined by the Committee at the Date of Grant; 

Performance Period means the three year period commencing on the first day of the Financial Year in which the Date of Grant
occurs unless determined by the Committee otherwise; 
 Phantom Award means an Award which takes the form of a right to call
for a cash payment calculated by reference to the Final Value of a Notional Share on the Vesting Date; 
 the Plan means this
Ferguson Group Performance Ordinary Share Plan 2019 as amended from time to time; 
 Relevant Date means: 

 

	 	(a)	 if the Relevant Event falls within rule 7.1(a), the date on which Control is obtained and any conditions to
which the offer is made subject are satisfied; 


  

	 	(b)	 if the Relevant Event falls within rule 7.1(b), either the date on which the scheme of arrangement is approved
at the shareholders’ meeting or is sanctioned by the Court (as determined by the Committee in its absolute discretion); 


  

	 	(c)	 if the Relevant Event falls within rule 7.1(c), the date on which the person first becomes so bound or
entitled; or 


  

	 	(d)	 if the Relevant Event falls within rule 7.1(d), the date on which notice of the resolution for winding up is
given; 


 Relevant Event shall have the meaning given to that term in rule 7.1; 

Restricted Shares means Shares subject to a Restricted Share Award which are subject to restrictions in accordance with
rule 3; 
 Restricted Shares Award means an award comprising Restricted Shares; 

Salary means an Eligible Employee’s annual gross basic salary in respect of his employment with the Group on the Date of
Grant of an Award excluding any other benefits or amounts (or if it is expressed in a currency other than sterling, its sterling equivalent calculated on such basis as the Committee may in its discretion determine); 

Scheme of Arrangement means the scheme of arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991, as amended, to
introduce the Company as a new, Jersey-incorporated holding company to the Group; 

  
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 Scheme of Arrangement Effective Date means 10 May 2019 being the date on
which the Scheme of Arrangement became effective in accordance with its terms; 
 Shares means: 

 

	 	(a)	 fully paid ordinary shares in the capital of the Company, whether held in certificated or uncertificated form,
via a DRS statement or via the DTC; 


  

	 	(b)	 where appropriate the DIs representing such shares; and/or 



 

	 	(c)	 Shares, or DIs representing those shares or DIs following any reorganisation of the share capital of the
Company; 


 Subsidiary means any subsidiary of the Company within the meaning of section 1159 of, and
Schedule 6 to, the UK Companies Act 2006 (or its equivalent under applicable law) over which the Company has Control; 
 Tax
Liability means any amount of tax or social security contributions for which a Participant would or may be liable and for which a member of the Group or former member of the Group would or may be obliged to (or would or may suffer a
disadvantage if it were not to) account to any relevant tax authority; 
 Termination Date means the date on which a
Participant ceases to be an employee of a member of the Group and, for the avoidance of doubt, where the employee dies, shall be taken to mean the date of death; 

Trustee means the trustee or trustees of any employee benefit trust established by the Company or any member of the Group; 

United States Stock Exchange means the New York Stock Exchange, NASDAQ or such other recognised stock exchange in the United
States, on which the Shares are listed; 
 Vest means (i) in the case of an Award granted in the form of an Option, when
the Option becomes exercisable, or (ii) in the case of an Award granted in the form of a Restricted Share Award, when the Restricted Shares cease to be subject to forfeiture, or (iii) in the case of an Award granted in the form of a
Conditional Share Award, when the Participant becomes entitled to have the Shares which are the subject of the Conditional Share Award transferred to him, or (iv) in the case of an Award granted in the form of a Phantom Award, a Participant
becoming entitled to call for a cash sum in accordance with rule 9.6, and Vesting and Vested shall be construed accordingly; 

Vesting Date means the date (or dates) determined by the Committee under rules 2.2 or 2.3 on which an Award (or part
thereof) shall ordinarily Vest; 
 Vesting Period means the period (or periods) from the Date of Grant to the Vesting Date (or
Dates); and 

  
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 Vested Shares means such number of Shares or Notional Shares or Restricted
Shares as the Committee determines to be Vested Shares by reference to the Performance Condition applicable to an Award at a particular Vesting Date. 
  

	1.2	 Where the context permits the singular shall include the plural and vice versa and the masculine shall include
the feminine. 


  

	1.3	 References to any act or statutory instrument of UK Parliament or the legislative bodies of Jersey, the United
States of America or the European Union (the EU) shall include any modification, amendment or re-enactment thereof (and shall, in respect of any EU legislation, include any UK legislation enacted
in replacement thereof following the UK’s departure from the EU). 


  

	2.	 GRANT OF AWARDS 



 

	2.1	 Subject to the provisions contained in these rules, the Committee may, during a Grant Period, grant Awards to
Eligible Employees selected for participation by the Committee in its discretion on such terms as it shall in its absolute discretion determine. No consideration shall be payable for the grant of an Award. When the Committee grants an Award, it
shall decide whether the Award will take the form of an Option, a Restricted Share Award, a Conditional Award or a Phantom Award. An Eligible Employee may be granted any form of Award or any combination of Awards and may be granted more than one
Award on any Date of Grant. 


  

	2.2	 The Committee shall in its discretion, at or prior to the Date of Grant, determine the Vesting Date or, if
relevant, the Vesting Dates that shall apply to an Award, which shall not be later than the tenth anniversary of the Date of Grant and, subject to rule 2.3, shall not be earlier than the third anniversary of the Date of Grant. 



 

	2.3	 The Committee may in the case of any particular Eligible Employee, determine that the Vesting Date (or Dates)
applicable to that Eligible Employee’s Award (or Awards) shall be any date or dates after the Date of Grant which the Committee, in its absolute discretion, determines is appropriate in the circumstances. 



 

	2.4	 Award Certificate. The Committee may in its absolute discretion, enter into a deed poll recording its
intention to grant Awards and agreeing to be bound by the Award Certificates issued pursuant to this rule 2.4. As soon as reasonably practicable following the Date of Grant, the Committee shall procure the issue of an Award Certificate in respect of
the Award and send it to the Participant. If the Committee has not entered into a deed poll prior to the granting of the Awards, the Committee shall procure that the Award Certificates are issued under the seal of the Company or otherwise to take
effect as a deed. An Award Certificate shall state: 


  

	2.4.1	 whether the Award will take the form of an Option, a Restricted Share Award, a Conditional Award or a Phantom
Award; 


  

	2.4.2	 if the Award is granted subject to the terms of Appendix A – the U.S. Rules; 



 

	2.4.3	 the name of the Eligible Employee receiving the Award; 



  
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	2.4.4	 the Date of Grant of the Award; 



 

	2.4.5	 whether an Award will be granted in respect of ordinary shares or DIs (which, for the avoidance of doubt, shall
be collectively referred to in these rules as Shares); 


  

	2.4.6	 the number of Shares or Restricted Shares (or, in the case of an Award granted in the form of a Phantom Award,
Notional Shares) to which the Participant shall be entitled upon achievement of the Performance Condition and reaching the Vesting Date(s), which, for the avoidance of doubt, may be expressed as a number of Shares, Notional Shares or Restricted
Shares (as appropriate) per percentage point achievement of the Performance Condition, or such other formula, so that the maximum number of Shares, Notional Shares or Restricted Shares under the Award is capped or uncapped, as the Committee may in
its discretion determine; 


  

	2.4.7	 the details of the Performance Condition imposed in accordance with rule 3; 



 

	2.4.8	 the exercise price payable by the Participant on exercise of the Award (if any); 



 

	2.4.9	 the date or dates on which the Award will ordinarily Vest; 



 

	2.4.10	 if more than one Vesting Date is specified, the number or proportion of the Shares comprised in an Award which
will ordinarily Vest on each of the specified Vesting Dates; and 


  

	2.4.11	 whether the Participant has an obligation to enter into an agreement, election or arrangement including,
without limitation, pursuant to rule 9.8. 


 Subject thereto, an Award Certificate shall be in such form as the Committee
may determine from time to time. 
  

	2.5	 Duration of Plan. An Award may not be granted: 



 

	2.5.1	 earlier than the Adoption Date; nor 



 

	2.5.2	 later than the tenth anniversary of the Adoption Date. 



 

	2.6	 Non-transferability and bankruptcy. An Award shall be personal
to a Participant and shall not (except to the extent necessary to enable a personal representative to realise the Award following the death of a Participant) be capable of being transferred, charged or otherwise alienated and shall lapse immediately
if the Participant purports to transfer, charge or otherwise alienate the Award or if he is declared bankrupt. 


  

	2.7	 Approvals and consents. The grant of an Award shall be subject to obtaining any approval or consent
required under the Listing Rules, the Market Abuse Regulation, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other UK or overseas regulation or enactment related to the grant of Awards to Eligible
Employees in the jurisdictions in which they are resident. 


  

	2.8	 Method of satisfying Awards. Subject to rules 9.2(b), 9.6 and 9.10, an Award can only be satisfied by
the transfer of Shares. The delivery of Shares from treasury shall not for this purpose be treated as a transfer of Shares. No new Shares may be issued under the Plan. 



  
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	2.9	 Overseas Countries. The Committee may adopt Appendices setting out specific requirements or terms in
relation to Awards granted to Eligible Employees in particular countries if that is necessary or desirable to take account of local tax, exchange control or securities laws in such countries. 



 

	3.	 PERFORMANCE CONDITION 



 

	3.1	 The Committee shall impose a Performance Condition which must be satisfied in order for Awards to Vest. The
Committee can set different Performance Conditions for Awards granted in the same or different Financial Years (in terms of the type of condition, the weighting given to that condition and the targets applicable to each condition).



  

	3.2	 An Award shall lapse on the date on which (and to the extent that) the Committee determines that the
Performance Condition has not been satisfied. 


  

	3.3	 Where a Performance Condition is to be measured over a shortened Performance Period for any reason (including
pursuant to rules 6.1, 6.5 and 7.2 of the Plan) the Committee may make such adjustments to the Performance Condition as it, in its absolute discretion, considers appropriate so that the outcome fairly reflects the underlying financial performance of
the Company (or applicable business unit) over that shortened Performance Period. 


  

	3.4	 The Committee’s calculations on the meeting of the Performance Condition shall not be open to question,
its determinations shall be final and binding on all persons concerned in the absence of manifest error and an Award will not be subject to further testing once the Performance Condition in relation to that Award has been met or been determined not
to have been met. 


  

	3.5	 The Committee may (but is not obliged to) vary the Performance Condition applying to existing Awards if an
event occurs or there are circumstances (for example, an acquisition or disposal of a business or a significant part of a business), which the Committee considers justifies such a variation. 



 

	3.6	 The Committee shall, as soon as reasonably practicable, notify a Participant of any substitution or variation
of the Performance Condition. 


  

	4.	 AWARDS WHICH TAKE THE FORM
OF A RESTRICTED SHARE AWARD 


  

	4.1	 If an Award takes the form of a Restricted Share Award, the Restricted Shares subject to the Award shall be
subject to such restrictions on the transfer, assignment, sale, pledge, charge or other disposal of the Restricted Shares during the Vesting Period and except to the extent that the Award has Vested as the Committee may prescribe and an Eligible
Employee may be required to enter into an irrevocable agreement with the Company and, if necessary, the Eligible Employee’s Employer, in such form as the Committee may prescribe which may include an agreement by the Eligible Employee:




  
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	 	(a)	 not to transfer, assign, sell, pledge, charge or otherwise dispose of any Restricted Shares subject to the
Award except to the extent that the Award has Vested; and 


  

	 	(b)	 to transfer (or procure the transfer) to or to the order of the Company, for a total of one penny (or the
equivalent in a Participant’s local currency), all the Restricted Shares in respect of which the Award does not Vest. 


  

	4.2	 If the Eligible Employee does not enter into any required agreement either before the Date of Grant or within
such period after the Date of Grant as the Committee may specify, the Award shall not be granted or if it has been granted, such grant shall be ineffective. 


  

	4.3	 On or before the Date of Grant for an Award which takes the form of a Restricted Share Award, the Company shall
transfer or procure the transfer to the Participant or his nominee or such other person as the Committee may determine the number of Restricted Shares which are subject to the Award. 



 

	4.4	 To the extent that an Award which takes the form of a Restricted Share Award Vests, any restrictions referred
to in rule 4.1 shall cease to have effect in relation to the Shares subject to it. 


  

	5.	 VESTING OF AWARDS 



 

	5.1	 Save as otherwise provided in the Plan, as soon as reasonably practicable after the end of a Performance Period
the Committee shall determine the number of Shares, Notional Shares or Restricted Shares (as applicable) that shall, subject to rule 5.2, Vest in accordance with the rules of the Plan. 



 

	5.2	 Subject to rules 6 and 7, Shares, Notional Shares or Restricted Shares comprised in the Award shall only Vest
on the Vesting Date if the Participant has remained an Eligible Employee until that Vesting Date. 


  

	6.	 LEAVERS 



 

	6.1	 Subject to rule 6.3, where a Participant ceases to be an Eligible Employee at any time before the Vesting Date
applicable to his Award by reason of: 


  

	 	(a)	 redundancy (as determined by the Committee); 



 

	 	(b)	 injury or disability (evidenced to the satisfaction of the Committee); 



 

	 	(c)	 retirement; 


  

	 	(d)	 his Employer ceasing to be under the Control of the Company; 



 

	 	(e)	 the business (or part of a business) in which he is employed being transferred to a person who is not a member
of the Group, or 


  

	 	(f)	 for any other reason at the discretion of the Committee, 



  
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 his Award shall continue, and will Vest on the original Vesting Date and the number of
Shares, Notional Shares or Restricted Shares that Vest shall be determined under rule 6.4 save that the Committee may determine that an Award shall instead Vest on the Termination Date in accordance with rule 6.5. 

 

	6.2	 If a Participant ceases employment in any circumstances (other than death or as set out in rule 6.1), an Award
(whether Vested or unvested) shall lapse automatically. 


  

	6.3	 If a Participant dies, Awards granted to him will Vest on the date of death in respect of the number of Shares,
Notional Shares or Restricted Shares as determined under rule 6.5. 


  

	6.4	 Reduction of Award – Delayed Vesting. Where the Award Vests on a Participant ceasing to be an
Eligible Employee under rule 6.1 above and Vesting occurs on the original Vesting Date, the total number of Shares, Notional Shares or Restricted Shares which shall Vest shall be determined by taking the following steps: 



 

	 	(a)	 by calculating the number of Shares (or Notional Shares or Restricted Shares) at the Vesting Date by reference
to the extent to which the Performance Condition has been achieved at the original Vesting Date; and 


  

	 	(b)	 by multiplying the number of Shares (or Notional Shares or Restricted Shares) determined under rule 6.4(a) by
the fraction A/B (where A is that part of the Vesting Period (measured in complete months) that has elapsed from the Date of Grant to the Termination Date and B is the number of complete months in the
Vesting Period, SAVE THAT the Committee may, in its absolute discretion, disapply in whole or in part the application of the time pro-rating fraction. 



For the avoidance of doubt, this rule 6.4 shall not apply where Awards Vest under rules 7.1 to 7.3 (inclusive). 

 

	6.5	 Reduction of Award – Immediate Vesting. Where the Award Vests on a Participant ceasing to be an
Eligible Employee under rule 6.1 above and the Committee determines Vesting shall occur on the Termination Date, or under rule 6.3 above, the total number of Shares, Notional Shares or Restricted Shares which shall Vest shall be determined by taking
the following steps: 


  

	 	(a)	 by calculating the number of Shares (or Notional Shares or Restricted Shares) at the Vesting Date by reference
to the extent to which the Performance Condition has been achieved over the period to the Termination Date (and the Committee shall make such adjustments as it thinks fit where the date of cessation is not at the end of a Financial Year); and



  

	 	(b)	 by multiplying the number of Shares (or Notional Shares or Restricted Shares) determined under rule 6.5(a) by
the fraction A/B (where A is that part of the Vesting Period (measured in complete months) that has elapsed from the Date of Grant to the Termination Date (or death, as the case may be) and B is the number
of complete months in the Vesting Period, SAVE THAT the Committee may, in its absolute discretion, disapply in whole or in part the application of the time pro-



  
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rating fraction. Where parts of the Award vest on different Vesting Dates, the Committee shall calculate any pro-rata reduction under this rule 6.5 by
reference to the Vesting Period applicable to each separate part of the Award. 

 For the avoidance of doubt, this rule 6.5 shall not
apply where Awards Vest under rules 7.1 to 7.3 (inclusive). 
  

	6.6	 Meaning of ceasing employment. For the purposes of rule 6.1, a Participant shall not be treated as
ceasing to be an Eligible Employee until he ceases to be employed by the Company or any member of the Group. The reason for the termination of office or employment of a Participant shall be determined by reference to rules 6.1, 6.2 and 6.3
regardless of whether such termination was lawful or unlawful (and howsoever caused). 


  

	7.	 TAKE-OVER AND LIQUIDATION



  

	7.1	 This rule 7 applies if 



 

	 	(a)	 any person (either alone or together with any person acting in concert with him) obtains Control of the Company
as a result of making: 


  

	 	(i)	 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a
condition such that if it is satisfied, the person making the offer will have Control of the Company; or 


  

	 	(ii)	 a general offer to acquire all of Shares; 



 

	 	(b)	 any person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by
the Court under Article 125 of the Companies (Jersey) Law 1991 or its equivalent under applicable law; 


  

	 	(c)	 any person becomes bound or entitled to acquire Shares in the Company under Part 18 of the Companies (Jersey)
Law 1991 or its equivalent under applicable law; or 


  

	 	(d)	 notice is given of a resolution for the voluntary or compulsory
winding-up of the Company, 


 (each a Relevant Event). 

 

	7.2	 Where this rule 7 applies and subject to rules 7.3 and 8 below, all outstanding Awards will automatically Vest
and the number of Shares, Notional Shares or Restricted Shares in respect of which the Award shall Vest shall be determined by reference to the extent to which the Performance Condition has been achieved at the date of the Relevant Event and, in the
case of an Award granted in the form of an Option shall be automatically exercised on the Relevant Date provided that any exercise price payable by the Participant on exercise is equal to or less than the relevant offer price or consideration (as
determined by the Committee). Where this rule 7 applies, and subject to rule 7.3 below, any outstanding Awards granted in the form of Options that are not exercised on the Relevant Date shall lapse automatically. 



  
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	7.3	 Without prejudice to the operation of rule 7, Awards shall not Vest or be exercised without the consent of the
Committee under the foregoing provisions of this rule 7 if the purpose and effect of the Relevant Event, together with any associated transactions, is to create a new holding company for the Company, such company having substantially the same
shareholders and proportionate shareholdings as those of the Company immediately prior to the Relevant Event. Unless the Committee determines otherwise in its absolute discretion, an Award will in such circumstances be exchanged for an equivalent
award in accordance with rule 8 below. 


  

	8.	 ROLLOVER OF AWARDS 



 

	8.1	 If any other business entity (the acquiring company): 



 

	 	(a)	 obtains Control of the Company as a result of making: 



 

	 	(i)	 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a
condition such that if it is satisfied the acquiring company will have Control of the Company; or 


  

	 	(ii)	 a general offer to acquire all the Shares; or 



 

	 	(b)	 proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court
under Article 125 of the Companies (Jersey) Law 1991 or its equivalent under applicable law; or 


  

	 	(c)	 becomes bound or entitled to acquire shares in the Company under Part 18 of the Companies (Jersey) Law 1991 or
their equivalent under applicable law, 


 and notice of a replacement Award is given pursuant to rule 7.3 (with the
consent of the acquiring company), then, on the Relevant Date, any Award which has not lapsed (the old award) shall automatically be released and shall be replaced by an award (the new award) which (in the opinion of the
Committee) is equivalent to the old award but relates to shares in a different company (whether the acquiring company itself or another company) (the new grantor). 

 

	8.2	 The provisions of the Plan shall be construed as if: 



 

	 	(a)	 the new award were an award granted under the Plan at the same time as the old award; 



 

	 	(b)	 if appropriate, references to the Performance Condition were references to such new performance condition(s)
relating to the new grantor or such subsidiary or business of the new grantor as the Committee may consider appropriate in the circumstances; 


  

	 	(c)	 references to the Company in the rules were references to the new grantor; 



  
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	 	(d)	 references to the Committee in the rules were references to the board of directors of the new grantor or any
duly authorised committee thereof; 


  

	 	(e)	 references to Shares were references to shares in the new grantor; and 



 

	 	(f)	 the Vesting Date in relation to the new award was the same as that in relation to the old award.



  

	9.	 CONSEQUENCES OF VESTING 



 

	9.1	 On the Vesting of an Award which takes the form of an Option the Participant (or, if the Vesting occurs by
reason of the Participant’s death, the Participant’s legal representative) may, subject to rules 9.7, 9.8 and 9.9, elect to exercise the Option over some or all of the Vested Shares during the period of 30 days following the Vesting Date.
If the Award has Vested due to a Participant’s death or if the Participant dies during the 30 days’ period, the Award may be exercised during the period of 12 months following the date of death. If, during the 30 days or 12 months’
exercise period (as the case may be), the Participant is subject to any dealing restrictions under the Market Abuse Regulation or any relevant share dealing code of the Company, the applicable exercise period shall be suspended until such later date
as those dealing restrictions lift provided that no Option may be exercised more than 10 years after its Date of Grant. Subject to rules 9.7, 9.8 and 9.10, the Company shall procure the transfer of the Vested Shares as soon as reasonably practicable
after the exercise date and in any event not later than 30 days thereafter. 


  

	9.2	 If a Participant has not exercised his Option before the end of the relevant exercise period mentioned in rule
9.1, the following provisions shall apply: 


  

	 	(a)	 if the exercise price payable by the Participant is nil, the Option shall be deemed to have been exercised on
the last day of the relevant period; or 


  

	 	(b)	 subject to (a) above, the Option shall be settled by the Committee making a payment of (or procuring the
payment of) a cash sum to the Participant equal to any Option Exercise Value, subject to such deductions for any Tax Liability required by applicable law. The Committee may in its discretion pay or procure the payment of any cash sum in sterling or
the equivalent in a Participant’s local currency (converted on the basis of such exchange rate as the Committee may in its discretion determine). 


  

	9.3	 The Participant may exercise a Vested Option by written notice to the Company in such form as the Committee may
prescribe. 


  

	9.4	 On the Vesting of an Award which takes the form of a Conditional Award a Participant need take no action and
the Company shall, subject to rules 9.7, 9.8 and 9.10 procure the transfer of the Vested Shares to the Participant (or his nominee or legal representative) as soon as reasonably practicable after the Vesting Date and in any event no later than 30
days thereafter. If the Award has Vested due to a Participant’s death or if the Participant dies during the 30 days’ period the Shares shall be transferred to the Participant’s legal representatives as soon as reasonably
practicable after the date of death. 



  
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	9.5	 On the Vesting of an Award which takes the form of a Restricted Share Award the Shares shall cease to be
subject to all restrictions and any agreement applying to the Restricted Shares shall cease to have effect. 


  

	9.6	 On the Vesting of an Award which takes the form of a Phantom Award, the Committee shall pay, or procure the
payment of, a cash sum to the Participant equal to the Final Value of the Vested Notional Shares to which the Phantom Award relates subject to such deductions for any Tax Liability as are required by applicable law. The Committee may in its
discretion pay or procure payment of the cash sum in sterling or the equivalent in a Participant’s local currency (converted on the basis of such exchange rate as the Committee may in its discretion determine). The cash sum will be paid as soon
as reasonably practicable following the Vesting Date. 


  

	9.7	 Restrictions on Vesting. An Award shall not Vest unless and until the transfer of Shares (if relevant)
after such Vesting would be lawful in all relevant jurisdictions and in compliance with the Listing Rules, the Market Abuse Regulation, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant UK
or overseas regulation or enactment related to the Vesting of an Award in the jurisdictions in which the relevant Participant is resident for tax purposes. 


  

	9.8	 Payment of Tax Liability. Any liability of a Participant to taxation or social security contributions
shall be for the account of the relevant Participant and the transfer of Vested Shares subject to a Participant’s Vested Award shall be conditional upon the Participant having discharged the amount required to satisfy the Tax Liability which
arises on Vesting or exercise to the satisfaction of the Company, or otherwise having complied with any arrangements specified by the Company to secure that such Tax Liability is satisfied including irrevocably authorising the Company to sell or
procure the sale of sufficient Vested Shares on or following the Vesting or exercise of his Award (as applicable) on his behalf to ensure that any relevant member of the Group or former member of the Group receives the amount required to discharge
the Tax Liability which arises as a result of the Vesting or exercise of his Award and by participating in the Plan a Participant is deemed to have given such authorisation. 



 

	9.9	 Elections. A Participant shall enter into any agreement, election or arrangement which the Committee may
consider appropriate within such period as may be specified by the Committee, in relation to or in connection with any liability to income tax or social security contributions (including, if permitted under local law, any employer’s social
security contributions) in respect of the Participant’s Award or the Shares subject to his Award. For example, but without limitation, the Committee may require Participants who are resident in the UK for tax purposes to enter into an agreement
or election pursuant to paragraphs 3A or 3B of Schedule 1 to the UK Social Security Contributions and Benefits Act 1992 or a joint election under Section 431 of the Income Tax (Earnings and Pensions) Act 2003 by the fourteenth day following the
acquisition of any Shares by the Participant. 



  
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	9.10	 Cash settlement. If for any reason the Committee considers that it is impractical or legally onerous to
deliver Shares in satisfaction of a Vested Award, it may instead pay or procure the payment to the Participant of a cash sum equal to the Final Value of the Vested Shares, subject to such deductions for any Tax Liability required by applicable law.
The Committee may in its discretion pay or procure the payment of any cash sum in sterling or the equivalent in a Participant’s local currency (converted on the basis of such exchange rate as the Committee may in its discretion determine).



  

	10.	 MALUS AND CLAWBACK 



 

	10.1	 Notwithstanding any other rule of the Plan, if one or more of the circumstances set out in rule 10.2 occur, the
Committee may: (i) at any time, (where the circumstances fall within rule 10.2(d) below); or (ii) prior to the fifth anniversary of the Date of Grant in all other circumstances, determine (acting fairly and reasonably having taken into
account the scale of loss or damage to the Company or the extent of the risk taken by the Company) to take one or more of the following actions in relation to any one or more Participants: 



 

	 	(a)	 reduce (including to nil) the number of Shares, Notional Shares or Restricted Shares in respect of which any
future Award is granted to a Participant; or 


  

	 	(b)	 reduce (including to nil) the cash amount payable under an unvested Award held by a Participant or the number
of Shares, Notional Shares or Restricted Shares under an unvested Award and/or the number of Shares under a Vested but unexercised Option held by a Participant, by such amount and/or such number as the Committee considers appropriate in the
circumstances; or 


  

	 	(c)	 in relation to a Vested Award, require a Participant to pay to the Company or such other person as the Company
may direct within 30 days of a written demand from the Company such number of Shares or such monetary amount with a value to be determined in the Committee’s absolute discretion provided such value on the date of demand is no greater than the
value of the Vested Shares under Award at the Vesting Date, less any amount paid by or in respect of the Participant in respect of a Tax Liability incurred as a result of the Vesting of the relevant Award (except to the extent the Participant is
able to recover amounts paid in respect of such Tax Liability). 


  

	10.2	 The circumstances in which the Committee may consider that it is appropriate to exercise its discretion under
rule 10.1 are the following: 


  

	 	(a)	 a material financial misstatement of the Company’s, or, if appropriate, the relevant business’
audited financial accounts (other than as a result of a change in accounting practice); 


  

	 	(b)	 conduct by a Participant which results in or is reasonably likely to result in significant reputational damage
to the Company; 


  

	 	(c)	 the negligence or gross misconduct of a Participant; or 



  
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	 	(d)	 fraud effected by or with the knowledge of a Participant. 



 

	10.3	 If the Committee decides to exercise its discretion under this rule 10, it shall confirm this in writing to
each affected Participant. 


  

	10.4	 For the purposes of these rules, if the Committee decides to exercise its discretion under Rule 10.1(b) before
an Award Vests: 


  

	 	(a)	 the Award shall be deemed to have been granted over the reduced number of Shares, Notional Shares or Restricted
Shares (as the case may be); and 


  

	 	(b)	 any subsequent Vesting of the Award shall be determined by reference to this reduced number of Shares, Notional
Shares or Restricted Shares, 


  

	 	(c)	 save that if the number of Shares, Notional Shares or Restricted Shares is reduced to nil, the Award shall be
treated as if it had never been granted and such Participant (including a Participant who has left employment before the Vesting Date) shall have no rights to any cash amount, Shares, Notional Shares or Restricted Shares. 



 

	10.5	 Each Participant shall be deemed to undertake, as a condition of participation in the Plan, to be bound by this
rule 10 and shall, if necessary to enforce the terms of this rule 10 enter into any agreement, election or arrangement which the Committee may consider appropriate. 



 

	11.	 RELATIONSHIP OF PLAN TO CONTRACT
OF EMPLOYMENT 


  

	11.1	 The rights and obligations of a Participant under the terms and conditions of employment shall not be affected
by his participation in the Plan or any right he may have to participate in the Plan. An individual who participates in the Plan waives all and any rights to compensation or damages in consequence of the termination of his employment with any member
of the Group (or former member of the Group if applicable) for any reason whatsoever (whether lawfully or unlawfully) insofar as those rights arise, or may arise from his ceasing to have rights under or be entitled to exercise any Award under the
Plan, as a result of such termination or from the loss or diminution in value of such rights or entitlements. In the event of any conflict between the terms of this rule 11 and the Participant’s terms of employment, this rule shall take
precedence. 


  

	11.2	 Notwithstanding any other provision of the Plan: 



 

	 	(a)	 the Plan shall not form part of any contract of employment between the Company or any Subsidiary and a
Participant; 


  

	 	(b)	 no Eligible Employee has any right to be granted an Award and the fact that an Eligible Employee may have
participated in the Plan and/or been granted Awards under the Plan shall not entitle any Eligible Employee to future participation or grants; 



  
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	 	(c)	 the benefit to a Participant of participation in the Plan (including, in particular but not by way of
limitation, any Awards held by him) shall not form any part of his contractual remuneration or benefits or count as his contractual remuneration or benefits for any purpose; 



 

	 	(d)	 nothing in the Plan shall in any way be construed as imposing upon any member of the Group a contractual
obligation as between the member of the Group and a Participant to contribute to the Plan; 


  

	 	(e)	 if a Participant ceases to be employed within the Group, he shall not be entitled to compensation for the loss
of any right or benefit or prospective right or benefit under the Plan (including, in particular but not by way of limitation, any Awards held by him which lapse by reason of his ceasing to be employed within the Group, whether lawfully or
unlawfully) by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise (or by way of similar provisions of the law of the jurisdiction in which the Participant is resident); and 



 

	 	(f)	 by accepting the grant of an Award and not renouncing it a Participant is deemed to have agreed to the
provisions of the Plan and in particular, this rule 11.2. 


  

	12.	 ADJUSTMENT OF AWARDS 



In the event of any Capital Reorganisation (or the implementation by the Company of a demerger or payment of a super dividend which would
otherwise materially affect the value of an Award), the price payable by a Participant on Vesting (or exercise of an Option) (if any), the description of Shares, the number of Shares comprised in an Award and the Performance Condition applicable to
an Award may be adjusted in such manner as the Committee may determine. Any adjustment to Awards made pursuant to this rule 12 shall be notified to the relevant Participant. The Committee may make such adjustments as it considers appropriate to
the number of Shares comprised in an Award and the Performance Condition applicable to an Award. 
  

	13.	 ADMINISTRATION AND AMENDMENT 



 

	13.1	 Committee responsible for administration. The decision of the Committee shall be final and binding in
all matters relating to the Plan and it may at any time discontinue the grant of further Awards or amend any of the provisions of the Plan in any way it thinks fit: Provided that: 



 

	 	(a)	 except as herein provided, the Committee shall not make any amendment that would materially prejudice the
interests of existing Participants in any jurisdiction in which the Plan operates except with the prior consent or sanction of Participants in that jurisdiction who, if their Awards Vested in full, would thereby become entitled to a majority of all
the Shares which would fall to be transferred upon satisfaction of all outstanding Awards in that jurisdiction; and 



  
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	 	(b)	 without prejudice to any provision of the Plan which provides for the lapse of an Award, the Committee may not
cancel an Award unless the Participant agrees in writing to such cancellation. 


  

	14.	 DATA PROTECTION 



 

	14.1	 By accepting the grant of an Award, a Participant acknowledges that the Company or any member of the Group may
hold, process and transfer personal data relating to them to other members of the Group or to any third parties engaged by them (whether within or outside of the European Economic Area (EEA) and that personal data may also be processed outside the
EEA by the Company or any member of the Group or by one or more held or of its or their service providers) for any and all purposes related to the operation and administration of the Plan and/or in order to meet any legal obligation, in each case in
accordance with the Company’s Share Plan Data Protection Protocol and applicable law. 


  

	15.	 GENERAL 



 

	15.1	 Any member of the Group may provide money to the Trustee or any other person to enable them or him to acquire
(but not to subscribe for) Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent not prohibited by applicable law. 



 

	15.2	 The existence of any Award shall not affect in any way the right or power of the Company or its shareholders to
make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company’s capital structure, or any merger or consolidation of the Company, or any issue of shares, bonds, debentures, preferred or prior
preference stocks ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise. 


  

	15.3	 Any notice or other document required to be given under or in connection with the Plan may be delivered to a
Participant or sent by post to him at his home address according to the records of his Employer or such other address as may appear to the Company to be appropriate. Notices sent by post shall be deemed to have been given on the day following the
date of posting. Any notice or other document require to be given to the Company under or in connection with the Plan may be delivered or sent by post to it at its corporate services office at 1020 Eskdale Road, Winnersh, Wokingham RG41 5TS (or such
other place or places as the Committee may from time to time determine and notify to Participants). 


  

	15.4	 The Company, or where the Committee so directs any Subsidiary, shall pay the appropriate stamp duty on behalf
of the Participants in respect of any transfer of Shares on the Vesting or exercise of the Awards. 


  

	15.5	 Benefits under this Plan shall not be pensionable. 



 

	15.6	 These rules shall be governed by, and construed in accordance with, the laws of England. Neither the Plan nor
any Award agreement shall be construed or interpreted with any presumption against the Company by reason of the Company causing the Plan or Award agreement to be drafted. 



  
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 Unless specifically stated otherwise, each Participant, the Company and any other member of
the Group submits to the exclusive jurisdiction of the English courts in relation to all disputes arising out of or in connection with the Plan. By accepting the grant of an Award and not renouncing it, Participants are deemed to have agreed to
submit to such jurisdiction. 

  
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 APPENDIX A 

U.S. RULES 
 The U.S. Rules
in this Appendix A are intended to conform the Plan, in its documentation and in its operation, so as to be exempt from, and to the extent not so exempt, to meet such requirements of Section 409A of the Code and the regulations thereunder
(collectively, Section 409A) as are applicable to the Plan with respect to Awards that take the form of an Option, a Conditional Award or a Phantom Award. The provisions of rules 1 to 15 of the
Plan shall, save where otherwise specified below, apply in relation to Awards subject to the U.S. Rules, and references to the “Plan” shall include the U.S. Rules. If there is a conflict between any provisions of the U.S. Rules and the
provisions of the main text of the Plan, the provisions of the U.S. Rules shall govern with respect to any Participant who is subject to U.S. federal income tax with respect to an Award. 

 

	1.	 DEFINITIONS 



For purposes of the U.S. Rules, in addition to the definitions in rule 1 the following definitions shall be applicable. If there is a
conflict between any definitions in the U.S. Rules and those in rule 1, the definitions in the U.S. Rules shall govern with respect to any Participant who is subject to U.S. income tax with respect to an Award. 

Change in Control means, with respect to an entity that is organized as a corporation (a “Corporation”), any of the
following events: 
  

	 	(a)	 a change in the ownership of the Corporation; 



 

	 	(b)	 a change in the effective control of the Corporation; or 



 

	 	(c)	 a change in the ownership of a substantial portion of the assets of the Corporation. 



For purposes of this definition: 
  

	 	(i)	 a “change in the ownership of the Corporation” occurs on the date on which any one person, or more
than one person acting as a group, acquires ownership of stock of the Corporation that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation;



  

	 	(ii)	 a “change in the effective control of the Corporation” occurs on the date on which either: (1) a
person, or more than one person acting as a group, acquires ownership of stock of the Corporation possessing 50% or more of the total voting power of the stock of the Corporation, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (2) a majority of the members of the Corporation’s board of directors is replaced during any
12-month period by directors whose appointment or election is 



  
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not endorsed by a majority of the members of such board of directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder of the
Corporation; and 

  

	 	(iii)	 a “change in the ownership of a substantial portion of the assets of the Corporation” occurs on the
date on which any one person, or more than one person acting as a group, other than a person or group of persons that is related to the Corporation, acquires assets from the Corporation that have a total gross fair market value equal to or more than
50% of the total gross fair market value of all of the assets of the Corporation immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period
ending on the date of the most recent acquisition. 


 An event constitutes a Change in Control with respect to a
Participant only if the Participant performs services for the Corporation that has experienced the Change in Control, or the Participant’s relationship to the affected Corporation otherwise satisfies the requirements of Regulation §1.409A-3(i)(5)(ii). 
 Notwithstanding anything to the contrary herein, with respect to an entity
that is a partnership, Change in Control means only a change in the ownership of the partnership or a change in the ownership of a substantial portion of the assets of the partnership, and the provisions set forth above respecting such changes
relative to a corporation shall be applied by analogy. 
 The determination as to the occurrence of a Change in Control shall be based on
objective facts and in accordance with the requirements of Section 409A. 
 Code means the U.S. Internal Revenue Code of
1986, as amended from time to time, and regulations thereunder. References to any section of the Code shall be to that section as it may be renumbered, amended, supplemented or re-enacted from time to time.
For this purpose, “regulation” means a regulation, ruling or other interpretation or guidance, validly promulgated by the U.S. Department of Treasury and in effect at the time in question. Reference to a regulation or section thereof
includes that regulation or section and any comparable regulation or section that amends, supplements or supersedes that regulation or section. 

For purposes of the U.S. Rules, a Participant will be considered Disabled if he is: 

 

	 	(a)	 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 twelve (12) months; or 


  

	 	(b)	 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 twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an Employer-sponsored accident and health plan in which he
participates. 



  
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 Separation from Service (and variations of such term) have the meaning
ascribed to such term under Section 409A, and generally refers to a cessation of employment described in rule 6.6, a reduction in hours to be worked (e.g. by at least 80%) or another event described in the regulations under
Section 409A. 
 Shares means: 
  

	 	(a)	 fully paid ordinary shares in the capital of the Company, whether held in certificated or uncertificated form,
via a DRS statement or via the DTC; and/or 


  

	 	(b)	 shares representing those shares following any reorganisation of the share capital of the Company.



 Substantial risk of forfeiture shall have the meaning ascribed to such term under Section 409A.
Generally, an Award is subject to a substantial risk of forfeiture only if the Award would lapse and be forfeited with no payment to the Participant if the Participant were to resign voluntarily, in the absence of an exercise of discretion by the
Committee to vest the Award. A Participant’s Awards shall cease to be subject to a substantial risk of forfeiture when the Participant becomes eligible to retire regardless of whether he continues to be employed. In addition, the addition of
any risk of forfeiture after an Award is granted or any extension of a period during which an Award is subject to a risk of forfeiture, is disregarded for purposes of determining whether the Award is subject to a substantial risk of forfeiture. 

 

	2.	 GRANT OF AWARDS 



For the purposes of the U.S. Rules and rule 2, Awards granted under the U.S. Rules may be granted in respect of Shares. 

 

	6.	 LEAVERS 



Rule 6 of the Plan shall govern the extent to which an Award becomes Vested and payable upon termination of employment prior to the
Vesting Date, except that if an Award ceased to be subject to a substantial risk of forfeiture prior to the Vesting Date for any reason, including eligibility for retirement, then the following shall apply: 

 

	 	(a)	 Payment with respect to the Award, to the extent made upon a termination of employment, shall be made only if
the termination of employment constitutes a Separation from Service, and if the termination of employment does not constitute a Separation from Service the Award shall Vest to the extent provided in rule 6 but payment shall be deferred until the
earlier of the Vesting Date described in rule 6.1 or the date on which a Separation from Service occurs; and 



  
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	 	(b)	 If the Participant is a “specified employee” as defined in Section 409A at the time of the
Separation from Service, then payment shall be subject to rule 9.11 of the U.S. Rules. 


  

	7.	 TAKE-OVER AND LIQUIDATION



 For purposes of the U.S. Rules, if a Relevant Event occurs that is not a Change in Control, and if a
Participant’s Award ceased to be subject to a substantial risk of forfeiture prior to the Relevant Date for any reason, then the Participant’s Award shall Vest to the extent provided in rule 7, but payment shall be deferred until the
earliest of the Vesting Date described in rule 6, a Change in Control or the Participant’s Separation from Service (subject to rule 9.11 of the U.S. Rules). 
  

	8.	 ROLLOVER OF AWARDS 



For purposes of the U.S. Rules, a new paragraph is added at the end of rule 8.1 to provide as follows: 

“Notwithstanding the foregoing, if at any time prior to the occurrence of the event described in rule 8.1, an Award ceased to be
subject to a substantial risk of forfeiture, then a replacement Award shall be issued with respect to such Award only if the event does not constitute a Change in Control, and the provisions of rule 7 shall apply. Notwithstanding the foregoing,
if the event does not constitute a Change in Control, but the Participant would otherwise incur a Separation from Service by reason of being transferred to the employment of an employer outside of the Group, then a replacement Award shall not be
issued (and rule 6 shall apply) unless the terms of the agreement governing such transaction provide that the transfer of employment shall not be treated as a Separation from Service in accordance with Regs.
§1.409A-1(b)(h)(4).” 
  

	9.	 CONSEQUENCES OF VESTING 



For purposes of the U.S. Rules, rules 9.1, 9.4 and 9.7 are amended, and a new rule 9.11 is added, to provide as follows: 

 

	9.1	 On the Vesting of an Award which takes the form of an Option the Participant (or, if the Vesting occurs by
reason of the Participant’s death, the Participant’s legal representative) may, subject to rules 9.7, 9.8 and 9.11, elect to exercise the Option over some or all of the Vested Shares during the period of 30 days following the Vesting Date.
Subject to rules 9.7, 9.8, 9.10 and 9.11, the Company shall procure that the transfer of the Vested Shares for which such election is made will be effected on or before the 60th day following
the Vesting Date. Any Option for which such an election is not made within the 30 day period will be treated as if it were a Phantom Award which will be settled in accordance with rule 9.6 of the Plan save that the cash payment will be
paid not later than the 60th day following the Vesting Date. 



  
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	9.4	 On the Vesting of an Award which takes the form of a Conditional Award a Participant need take no action and
the Company shall, subject to rules 9.7, 9.8, 9.10 and 9.11 procure the transfer of the Vested Shares to the Participant (or his nominee or legal representative) as soon as reasonably practicable after the Vesting Date and in any event not later
than 30 days thereafter. 


  

	9.7	 Restrictions on Transfer. A transfer of Shares pursuant to an Award shall not be made unless and until
the transfer of Shares would be lawful in all relevant jurisdictions and in compliance with the Listing Rules, the Market Abuse Regulation, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant
UK or overseas regulation or enactment in the jurisdictions in which the relevant Participant is resident for tax purposes. If within ten (10) business days following the Vesting of an Award the Committee is unsure whether such transfer of
Shares will be permitted or will be feasible (e.g., in the event of the Participant’s death), the Award will be settled in cash on the 60th day following the Vesting Date in accordance with
the provisions of rule 9.10 of the Plan. 


  

	9.11	 If the Vesting of an Award that ceased to be subject to a substantial risk of forfeiture prior to the Vesting
Date (or Relevant Date under rule 7 or 8) is on account of a Participant’s Separation from Service (other than by reason of his death), payment of the Award will be delayed if so required pursuant to rule 17 of the U.S. Rules.



  

	16.	 UNFUNDED STATUS 



Awards subject to the U.S. Rules constitute unsecured promises by the Employers to pay benefits in the future. Participants holding such Awards
shall have the status of general unsecured creditors of the Company or the Employer, as applicable. Each Employer shall be solely responsible for payment of the benefits of its employees and their beneficiaries. The Plan is unfunded for U.S. federal
tax purposes. Any amounts set aside to defray the liabilities assumed by the Company or an Employer will remain the general assets of the Company or the Employer, as applicable, and shall remain subject to the claims of the Company’s or the
Employer’s creditors until such amounts are distributed to the Participants. 
 Notwithstanding the preceding, an Employer may, in its
sole discretion, establish a trust as a vehicle for accumulating assets, including Shares, to pay benefits under the Plan, with the intent that such trust shall be considered unfunded for U.S. federal tax purposes. Payments under the Plan may be
paid from the general assets of the Employer or from the assets of any such trust. Payment from any such trust shall reduce the obligation owed to the Participant under the Plan. Any references in the main text of the Plan to a trust or a trustee
shall be construed to be a reference to such an unfunded trust or the trustee of such a trust. 
  

	17.	 SECTION 409A 



This Plan is intended to be exempt from, and to the extent not so exempt to comply with, the requirements of Section 409A and shall be
interpreted and administered accordingly. Notwithstanding anything to the contrary in this Plan, if a Participant is a “specified employee” as defined in Section 409A as of the Participant’s Separation from Service, then, to the
extent required by 

  
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Section 409A, no payments due under this Plan resulting from the Participant’s Separation from Service may be made until the earlier of: (i) the first day following the sixth month
anniversary of the Participant’s Separation from Service; and (ii) the Participant’s date of death; provided, however, that any payments delayed during this period shall be paid in the aggregate in a lump sum as soon as reasonably
practicable following the sixth month anniversary of the Participant’s Separation from Service or the Participant’s date of death, as the case may be. Notwithstanding the foregoing, the Employers do not guarantee the tax treatment of any
payments or benefits under this Plan including, without limitation, under the Code, federal, state, municipal, local or foreign laws. 

  
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