Exhibit 10.15

 




 

RULES of the ADAPTIMMUNE LIMITED 2014 SHARE OPTION SCHEME

(INCORPORATING ENTERPRISE MANAGEMENT

INCENTIVE OPTIONS)

 




 


	
 
    	

    
	
 
    	
 
    
	
 
    	
Penningtons Manches LLP
    
	
 
    	
9400 Garsington Road
    
	
 
    	
Oxford Business Park
    
	
 
    	
Oxford
    
	
 
    	
OX4 2HN
    
	
 
    	
 
    
	
 
    	
Tel: +44 (0)1865 722106
    
	
 
    	
Fax: +44 (0)1865 201012
    
	
 
    	
www.manches.com
    
	
 
    	
 
    
	
Ref: 3305932
    	
 
    




 











 

CONTENTS

 

	
1.
    	
DEFINITIONS
    	
3
    
	
2.
    	
ELIGIBILITY FOR EMI OPTIONS
    	
8
    
	
3.
    	
GRANT OF OPTIONS
    	
9
    
	
4.
    	
OPTION PRICE
    	
11
    
	
5.
    	
VESTING SCHEDULE AND PERFORMANCE TARGETS
    	
11
    
	
6.
    	
LIMITS
    	
12
    
	
7.
    	
EXERCISE AND LAPSE OF OPTIONS
    	
12
    
	
8.
    	
MANNER OF EXERCISE OF OPTIONS
    	
14
    
	
9.
    	
TAX LIABILITIES
    	
16
    
	
10.
    	
NON-TRANSFERABILITY OF OPTIONS
    	
17
    
	
11.
    	
TAKEOVERS
    	
17
    
	
12.
    	
QUALIFYING EXCHANGE OF SHARES
    	
18
    
	
13.
    	
SALE
    	
18
    
	
14.
    	
LISTING
    	
18
    
	
15.
    	
VARIATION OF SHARE CAPITAL
    	
19
    
	
16.
    	
RELATIONSHIP WITH EMPLOYMENT CONTRACT
    	
20
    
	
17.
    	
VARIATIONS AND TERMINATION
    	
20
    
	
18.
    	
HMRC REQUESTS
    	
21
    
	
19.
    	
EMI
    	
21
    
	
20.
    	
GENERAL
    	
21
    
	
21.
    	
GOVERNING LAW AND JURISDICTION
    	
22
    


 

2











 

RULES OF THE ADAPTIMMUNE LIMITED 2014 SHARE OPTION SCHEME

(INCORPORATING ENTERPRISE MANAGEMENT INCENTIVE OPTIONS)

 

	
1.
    	
DEFINITIONS
    
	
 
    	
 
    
	
1.1
    	
In these Rules, unless the context otherwise requires, the following   words and expressions have the meanings set opposite them:
    
	
 
    	
 
    
	
 
    	
“Auditors”
    	
the auditors for the time being of the Company or in the event of   there being joint auditors such one of them as the Board shall select;
    
	
 
    	
 
    	
 
    
	
 
    	
“Board”
    	
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 directors appointed by that board of directors to   carry out any of its functions under this Scheme;
    
	
 
    	
 
    	
 
    
	
 
    	
“Company”
    	
Adaptimmune Limited, a company incorporated and registered in England   with number 6456741;
    
	
 
    	
 
    	
 
    
	
 
    	
“Connected”
    	
means that the relevant individual is an employee or a director of a   Group Company;
    
	
 
    	
 
    	
 
    
	
 
    	
“control”
    	
except as otherwise provided, has the meaning given in   Section 719 of ITEPA 2003;
    
	
 
    	
 
    	
 
    
	
 
    	
“Date of Grant”
    	
the date on which an Option is granted as provided in Rule 3.6;
    
	
 
    	
 
    	
 
    
	
 
    	
“Disqualifying Event”
    	
has the meaning given in sections 533 to 539 of ITEPA 2003;
    
	
 
    	
 
    	
 
    
	
 
    	
“Eligible Person”
    	
in relation to the grant of an Option which is not an EMI Option, any   employee or director of a Group Company and in relation to the grant of an   EMI Option, any employee of a Group Company who satisfies the eligibility   criteria set out in Rule 2;
    
	
 
    	
 
    	
 
    
	
 
    	
“EMI Notice”
    	
a notice of an option which must be given to HMRC for that Option to   be an EMI Option and which complies with the requirements of paragraph 44 of   Schedule 5 to ITEPA 2003;
    
	
 
    	
 
    	
 
    
	
 
    	
“EMI Option”
    	
an Option which is a “qualifying   option” as defined in paragraph 1(2) of Schedule 5 to ITEPA   2003;
    
	
 
    	
 
    	
 
    
	
 
    	
“Employer NICs”
    	
any secondary class 1 (employer) national insurance contributions (or   any similar liability for social security contribution in any jurisdiction)   that the Option Holder’s Employer is liable to pay as a result of any Taxable   Event (or which such person would be liable to pay in the absence of an   election of the type referred to in Rule 9.2(b)) and which
    


 

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may be lawfully recovered from the Option Holder.
    
	
 
    	
 
    	
 
    
	
 
    	
“Existing Share Option”
    	
a right to acquire Shares that are already in issue, at the Option   Price, pursuant to and in accordance with the Rules, which has neither lapsed   nor been fully exercised;
    
	
 
    	
 
    	
 
    
	
 
    	
“Grantor”
    	
the person granting an Option pursuant to the Rules of this   Scheme which may be:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
the Company; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
the trustees of an employee benefit trust   authorised by the Board to grant Options at the relevant time, subject to   Rule 3.7; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)
    	
any other person authorised by the Board to grant Options at the   relevant time, subject to Rule 3.7;
    
	
 
    	
 
    	
 
    
	
 
    	
“the Group”
    	
the Company and its subsidiaries from time to time;
    
	
 
    	
 
    	
 
    
	
 
    	
“Group Company”
    	
a company which is a member of the Group and includes the Company,   whether or not it has any subsidiaries at the relevant time;
    
	
 
    	
 
    	
 
    
	
 
    	
“HMRC”
    	
HM Revenue & Customs;
    
	
 
    	
 
    	
 
    
	
 
    	
“ITEPA 2003”
    	
the Income Tax (Earnings and Pensions) Act 2003;
    
	
 
    	
 
    	
 
    
	
 
    	
“Listing”
    	
the listing of the securities of the Company on the London Stock   Exchange plc (including for the avoidance of doubt the AIM Market) or any   recognised investment exchange (as defined in section 285 of the Financial   Services and Market Act 2000) including NASDAQ and NASDAQ Europe and their   respective share dealing markets and the Listing shall be treated as   occurring on the day on which trading in the securities of the Company   begins;
    
	
 
    	
 
    	
 
    
	
 
    	
“New Share Option”
    	
a right to subscribe for Shares at the Option Price pursuant to and   in accordance with these Rules which has neither lapsed nor been fully   exercised;
    
	
 
    	
 
    	
 
    
	
 
    	
“N.I. Regulations”
    	
the laws, regulations and practices from time to time in force   relating to liability for and the collection of National Insurance   contributions;
    
	
 
    	
 
    	
 
    
	
 
    	
“Option”
    	
a New Share Option or an Existing Share Option;
    
	
 
    	
 
    	
 
    
	
 
    	
“Option Agreement”
    	
a written agreement executed in respect of the grant of an Option   pursuant to Rule 3.4;
    
	
 
    	
 
    	
 
    
	
 
    	
“Option Holder”
    	
a person holding an Option, including, where
    


 

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applicable, his Personal Representatives;
    
	
 
    	
 
    	
 
    
	
 
    	
“Option Holder’s Employer”
    	
such Group Company as is the Option Holder’s employer or, if he has   ceased to be employed within the Group, was his employer or such other Group   Company, or other person as, under the PAYE Regulations or, as the case may   be, the N.I. Regulations, or any other statutory or regulatory enactment   (whether in the United Kingdom or otherwise), is obliged to account for any   Tax Liability;
    
	
 
    	
 
    	
 
    
	
 
    	
“Option Price”
    	
the price, as from time to time determined by the Board (with the   prior consent of the Grantor, where appropriate), at which each Share subject   to an Option may be acquired on the exercise of that Option which (subject to   Rule Error! Reference source not   found.), if Shares are to be newly issued to satisfy the exercise   of the Option, shall not be less than the nominal value of a Share;
    
	
 
    	
 
    	
 
    
	
 
    	
“Option Shares”
    	
the Shares over which an Option subsists;
    
	
 
    	
 
    	
 
    
	
 
    	
“ordinary share capital”
    	
all the issued share capital (by whatever name called) of the Company   other than capital the holders whereof have a right to a dividend at a fixed   rate but have no other right to share in the profits of the Company;
    
	
 
    	
 
    	
 
    
	
 
    	
“PAYE Regulations”
    	
the regulations made under section 684 of ITEPA 2003;
    
	
 
    	
 
    	
 
    
	
 
    	
“Performance Option”
    	
an Option the exercise of which is subject to attainment of a   Performance Target;
    
	
 
    	
 
    	
 
    
	
 
    	
“Performance Period”
    	
in relation to a Performance Option, the period (as determined by the   Board) over which the performance of the Company and/or any other condition   is to be measured for the purposes of determining whether and to what extent   the Performance Target is met;
    
	
 
    	
 
    	
 
    
	
 
    	
“Performance Target”
    	
the condition or conditions imposed on the exercise of an Option   pursuant to Rule 5 as amended and varied from time to time in accordance   with these Rules;
    
	
 
    	
 
    	
 
    
	
 
    	
“Personal Data”
    	
any personal information which could identify an Option Holder,   including but not limited to, the Option Holder’s:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(a)
    	
date of birth;
    


 

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(b)
    	
home address;
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(c)
    	
telephone number;
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(d)
    	
e-mail address;
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(e)
    	
National Insurance number (or equivalent); or
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(f)
    	
Options under the Scheme or any other employee share scheme operated   by the Company.
    
	
 
    	
 
    	
 
    
	
 
    	
“Personal Representatives”
    	
in relation to an Option Holder, the personal representatives of the   Option Holder (being either the executors of his will to whom a valid grant of   probate has been made or, if he dies intestate, the duly appointed   administrator(s) of his estate) who have produced to the Company   evidence of their appointment as such;
    
	
 
    	
 
    	
 
    
	
 
    	
“Qualifying Subsidiary”
    	
a subsidiary which satisfies the conditions of paragraph 11 of   Schedule 5 to ITEPA 2003;
    
	
 
    	
 
    	
 
    
	
 
    	
“Relevant Restriction”
    	
a provision included in any contract, agreement, arrangement or   condition (including the articles of association of the Company) to which any   of sections 423(2), 423(3) or 423(4) of ITEPA 2003 would apply if   references in them to employment related securities were references to   Shares;
    
	
 
    	
 
    	
 
    
	
 
    	
“Sale”
    	
an unconditional agreement being entered into for the sale to a   person other than a Group Company of the whole, or substantially the whole,   of the business and assets of the Company;
    
	
 
    	
 
    	
 
    
	
 
    	
“Scheme”
    	
this share option scheme as constituted and governed by these Rules,   as from time to time amended in accordance with these Rules;
    
	
 
    	
 
    	
 
    
	
 
    	
“Shares”
    	
fully paid irredeemable shares in the ordinary share capital of the   Company. For these purposes, shares:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(g)
    	
will not be fully paid-up if there is any undertaking to pay cash to   the Company at a future date for those Shares; and
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(h)
    	
shall be treated as redeemable if they may become so at a future date;
    
	
 
    	
 
    	
 
    
	
 
    	
“subsidiary”
    	
a company which is a subsidiary of the Company within the meaning of   Section 1159 of the Companies Act 2006, except that any company that is   a subsidiary under section 1159(1)(b) or section 1159(c) shall not   cease to be a subsidiary for the
    


 

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purposes of these Rules (in particular, the definitions of   Group, Group Company, Qualifying Subsidiary and Eligible Person) when shares   in that subsidiary held by the Company (or by another subsidiary) are   registered in the name of:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
another person (or its nominee) solely by way of security or in   connection with the taking of security; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
the Company’s (or another subsidiary’s) nominee;
    
	
 
    	
 
    	
 
    
	
 
    	
“Sufficient Shares”
    	
the smallest number of Shares which, when sold at the best price   which can reasonably be expected to be obtained at the time of sale, will   produce an amount at least equal to the relevant Tax Liability (after   deduction of brokerage and any other charges or taxes on the sale);
    
	
 
    	
 
    	
 
    
	
 
    	
“Takeover”
    	
the Company coming under the control of a person or persons as   mentioned in Rule 11;
    
	
 
    	
 
    	
 
    
	
 
    	
“Taxable Event”
    	
any event or circumstance that gives rise to a liability for the   Option Holder to pay income tax and National Insurance contributions or   either of them (or their equivalents in any jurisdiction) in respect of:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
the Option, including its exercise, its assignment or surrender for   consideration, or the receipt of any benefit in connection with it;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
any Shares (or other securities or assets):
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(i)
    	
earmarked or held to satisfy the Option;
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(ii)
    	
acquired on exercise of the Option;
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(iii)
    	
acquired as a result of holding the Option; or
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(iv)
    	
acquired in consideration of the assignment or surrender of the   Option; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(i)
    	
 any securities (or other   assets) acquired or earmarked as a result of holding Shares (or other   securities or assets) mentioned in (b); or
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(j)
    	
 any amount due under PAYE   in respect of securities or assets within (a) to (c) above,   including any failure by the Option Holder to make good such an
    
							


 

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amount within the time limit specified in section 222 of the ITEPA   2003.
    
	
 
    	
 
    	
 
    
	
 
    	
“Tax Liability”
    	
the total of:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
any income tax and primary class 1 (employee) National Insurance   contributions (or their equivalents in any jurisdiction) for which the Option   Holder’s Employer may be liable to account (or reasonably believes it is or   may be liable to account) as a result of any Taxable Event; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
any Employer National Insurance contributions that any employer (or   former employer) of the Option Holder is or may be liable to pay (or   reasonably believes it is or may be liable to pay) as a result of any Taxable   Event which can be recovered lawfully from the Option Holder;
    
	
 
    	
 
    	
 
    
	
 
    	
“Vested Shares”
    	
Shares which, subject to the following rules of this Scheme, may   be acquired by the exercise of an Option in accordance with these   Rules either immediately or at some future time in consequence of   either:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
the time that has elapsed since the Date of Grant; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
one or more Performance Targets having been met.
    
	
 
    	
 
    	
 
    
	
 
    	
“Vesting Schedule”
    	
such one or more time-based conditions as may be specified by the   Board in the Option Agreement as mentioned in Rules 5.1 and 5.2.
    
					


 

	
1.2
    	
Where the context so admits or requires, the singular includes the plural   and the masculine includes the feminine and neuter and vice versa.
    
	
 
    	
 
    
	
1.3
    	
References to Rules are to Rules of this Scheme as from   time to time amended in accordance with their provisions.
    
	
 
    	
 
    
	
1.4
    	
A reference to a statute or statutory provision is a reference to it   as in force at the relevant time, taking account of any amendment, extension   or re-enactment and includes any subordinate legislation in force and made   under it.
    
	
 
    	
 
    
	
1.5
    	
References to “writing”   and “written” includes faxes but   not email.
    
	
 
    	
 
    
	
1.6
    	
A reference to a “person” includes any individual, firm, body   corporate, unincorporated association, partnership, joint venture, government   or state or agency of state (whether or not having a separate legal   personality).
    
	
 
    	
 
    
	
1.7
    	
Headings shall not affect the interpretation of these Rules.
    
	
 
    	
 
    
	
2.
    	
ELIGIBILITY FOR EMI OPTIONS
    
	
 
    	
 
    
	
2.1
    	
A person is eligible to be granted an EMI Option if (and only if) he   is an employee
    


 

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of the Company or a Qualifying Subsidiary and his committed time to   the relevant company amounts to at least 25 hours a week, or if less, 75% of   his “working time” (as that expression is defined by paragraph 27(1) of   Schedule 5 to ITEPA 2003), and which includes time which the employee would   have been required to so spend but for injury, ill health, disability,   pregnancy, childbirth, maternity, paternity or parental leave, reasonable   holiday entitlement or not being required to work during a period of notice   of termination, in compliance with paragraph 26 of Schedule 5 to ITEPA 2003.
    
	
 
    	
 
    
	
2.2
    	
A person is not eligible to be granted an EMI Option at any time when   he is not eligible to participate in the Scheme by virtue of paragraph 28 of   Schedule 5 to ITEPA 2003 (no material   interest requirement).
    
	
 
    	
 
    
	
3.
    	
GRANT OF OPTIONS
    
	
 
    	
 
    
	
3.1
    	
Subject to the limitations and conditions of this Scheme, in its   absolute discretion, any Grantor may, on such dates as it shall determine,   grant Options (whether or not intended to be EMI Options) to such Eligible Persons   as it may in its absolute discretion select.
    
	
 
    	
 
    
	
3.2
    	
Options:
    
	
 
    	
 
    
	
 
    	
3.2.1
    	
may not be granted at any time when such grant would be prohibited   by, or in breach of, any law or regulation with the force of law; or
    
	
 
    	
 
    	
 
    
	
 
    	
3.2.2
    	
which are intended to be EMI Options shall only be granted when the   Company is a qualifying company as defined in paragraph 8 of Schedule 5 to   ITEPA 2003.
    
	
 
    	
 
    
	
3.3
    	
The Grantor may impose a condition preventing the exercise of an   Option unless the Option Holder shall have entered into a Deed of Adherence   (in such form as may be required by the Company) with the Company and all   persons who at the date of exercise of the Option are holders of shares in   the capital of the Company whereby the Option Holder becomes a party to any   Shareholders’ Agreement or other document having a similar effect which is in   force between the Company and all persons who at the date of exercise of the   Option are holders of shares in the capital of the Company.
    
	
 
    	
 
    
	
3.4
    	
An Option shall be granted by the Grantor and the Option Holder   executing as a deed an agreement, in such form as the Board may from time to   time determine. Each Option Agreement shall:
    
	
 
    	
 
    
	
 
    	
3.4.1
    	
if such be the case, specify that the Option is intended to be an EMI   Option and is granted in accordance with the provisions of Chapter 9 of   Part 7 of and Schedule 5 to ITEPA 2003;
    
	
 
    	
 
    	
 
    
	
 
    	
3.4.2
    	
specify the Date of Grant;
    
	
 
    	
 
    	
 
    
	
 
    	
3.4.3
    	
identify the Grantor;
    
	
 
    	
 
    	
 
    
	
 
    	
3.4.4
    	
specify the number and class of Shares over which the Option is   granted;
    
	
 
    	
 
    	
 
    
	
 
    	
3.4.5
    	
specify the Option Price;
    
	
 
    	
 
    	
 
    
	
 
    	
3.4.6
    	
specify any Performance Target and Performance Period imposed   pursuant to Rule 5 (and any restrictions that apply to the variation or
    


 

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waiver of any such Performance Target) and any condition imposed   under Rule 3.3;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.4.7
    	
specify the Vesting Schedule applicable to the Option;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.4.8
    	
specify the last date on which the Option may be exercised (subject   to Rule 7.1) and assuming that the Option is not exercised earlier and   no event occurs to cause the Option to lapse earlier;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.4.9
    	
specify how the Option may be exercised;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.4.10
    	
specify details of any Relevant Restrictions attaching to the Option   Shares;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.4.11
    	
specify that the Option is subject to these Rules;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.4.12
    	
include the terms required by Rule 9.1, Rule 9.2 and   Rule 9.7;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.4.13
    	
include the power of attorney required by Rule 10.8; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.4.14
    	
include a term giving effect to Rule 3.9.
    
	
 
    	
 
    	
 
    
	
3.5
    	
 
    	
No amount shall be paid by an Eligible Employee for the grant of an   Option.
    
	
 
    	
 
    	
 
    
	
3.6
    	
 
    	
The date of the agreement executed pursuant to Rule 3.4 shall be   taken for all purposes of this Scheme as the Date of Grant in respect of the   relevant Option.
    
	
 
    	
 
    	
 
    
	
3.7
    	
 
    	
An Option shall not be granted by any person other than the Company   without the prior approval of the Board and such person will only be   authorised to grant Options after it has entered into as irrevocable   undertaking to the Company for the benefit of the Company and an Option   Holder’s Employer that such person will fulfil its obligations as Grantor   under these Rules.
    
	
 
    	
 
    	
 
    
	
3.8
    	
 
    	
In the case of an EMI Option, within 30 days after the Date of Grant,   the Option Holder shall correctly complete, sign and date the relevant EMI   Notice and return it to the Option Holder’s Employer.
    
	
 
    	
 
    	
 
    
	
3.9
    	
 
    	
If an Option Holder granted an EMI Option does not correctly   complete, sign and date the relevant EMI Notice and return it to the Option   Holder’s Employer within 60 days after the Date of Grant the relevant Option   shall automatically lapse at the end of that period.
    
	
 
    	
 
    	
 
    
	
3.10
    	
 
    	
The Option Holder’s Employer shall, in respect of any Option intended   to be an EMI Option:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.10.1
    	
send an original of the duly completed EMI Notice so as to be   received by the Small Company Enterprise Centre of HMRC within the period of   92 days after the relevant Date of Grant (or such other period as may be   specified by paragraph 44 of Schedule 5 to ITEPA 2003 at the relevant time);   and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.10.2
    	
keep each Option Agreement available for inspection by HMRC at any   time.
    
	
 
    	
 
    	
 
    
	
3.11
    	
 
    	
The Option Agreement shall serve as evidence of the grant of the   Option and accordingly no certificates shall be issued to the Option Holder.
    


 

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4.
    	
 
    	
OPTION PRICE
    
	
 
    	
 
    	
 
    
	
4.1
    	
 
    	
Subject to Rule 3.4 and any adjustment being made pursuant to   Rule 15, the Option Price shall be determined by the Board (with the   prior consent of the Grantor, where appropriate).
    
	
 
    	
 
    	
 
    
	
4.2
    	
 
    	
In the case of a New Share Option, the Option Price shall not be less   than the nominal value of a Share.
    
	
 
    	
 
    	
 
    
	
5.
    	
 
    	
VESTING SCHEDULE AND PERFORMANCE TARGETS
    
	
 
    	
 
    	
 
    
	
5.1
    	
 
    	
An Option may be granted subject to either, or both, a Vesting   Schedule and Performance Targets as the Board shall determine.
    
	
 
    	
 
    	
 
    
	
5.2
    	
 
    	
An Option may be granted on terms that different proportions of the   Option Shares shall respectively become Vested Shares if the Option Holder   holds continuous employment within the Group throughout such different   periods, beginning with the Date of Grant, as the Board shall specify in the   Option Agreement.
    
	
 
    	
 
    	
 
    
	
5.3
    	
 
    	
An Option may be granted on terms that the extent to which the Option   Shares become Vested Shares shall depend upon the extent to which one or more   Performance Targets specified in the Option Agreement is attained (so that if   and insofar as any such Performance Target is not attained, the Option shall   then lapse and cease to be exercisable in respect of the proportion of Option   Shares which does not then become Vested Shares).
    
	
 
    	
 
    	
 
    
	
5.4
    	
 
    	
A Performance Target may be specified to apply to the whole or part   only of an Option.
    
	
 
    	
 
    	
 
    
	
5.5
    	
 
    	
After an Option has been granted the Board may (with the consent of   the Grantor, where appropriate) amend a Vesting Schedule so as to bring   forward the time at which any Option Shares shall become Vested Shares or   vary any Performance Target imposed pursuant to Rule 5.1 PROVIDED THAT   no such variation shall be made unless an event has occurred or events have   occurred in consequence of which the Board reasonably considers that the   terms of the existing Performance Targets should be so varied for the purpose   of ensuring that either the objective criteria against which the performance   of the Group and/or any Group Company and/or any division and/or the Option Holder   will then be measured will be, in the reasonable opinion of the Board, a   fairer measure of such performance or that any varied Performance Target will   afford a more effective incentive to Option Holders and will be no more   difficult to satisfy than was the Performance Target when first set.
    
	
 
    	
 
    	
 
    
	
5.6
    	
 
    	
After an Option has been granted the Board may (with the consent of   the Grantor, where appropriate), waive in whole or in part any requirement   that a Performance Target be met as a condition of exercise of an Option   PROVIDED THAT no such waiver shall be made unless an event or events have   occurred in consequence of which the Board reasonably considers that the   terms of the existing Performance Target no longer afford an effective   incentive to the Option Holder.
    
	
 
    	
 
    	
 
    
	
5.7
    	
 
    	
The Board shall determine whether, and to what extent, any   Performance Targets have been satisfied.
    
	
 
    	
 
    	
 
    
	
5.8
    	
 
    	
If an Option is subject to any Performance Target, the Board shall   notify the Option Holder (and the Grantor, if not the Company) within a   reasonable time
    


 

11











 

	
 
    	
 
    	
after the Board becomes aware of the relevant information:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
5.8.1
    	
whether (and, if relevant, to what extent) the Performance Target has   been satisfied and the relevant Option has therefore vested;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
5.8.2
    	
of any subsequent change in whether, or the extent to which, the   Performance Target has been satisfied;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
5.8.3
    	
when that Performance Target has become incapable of being satisfied,   in whole or in part; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
5.8.4
    	
of any waiver or variation of that Performance Target under   Rule 5.5 or 5.6.
    
	
 
    	
 
    	
 
    
	
5.9
    	
 
    	
The number of Shares in respect of which an Option shall become   vested on any occasion shall be rounded to the nearest whole number.
    
	
 
    	
 
    	
 
    
	
5.10
    	
 
    	
If, in consequence of a Performance Target being met, an Option   becomes vested in respect of some but not all of the Option Shares, it shall   thereupon lapse and cease to be exercisable in respect of the balance of the   Option Shares if such Performance Target is incapable of being met in respect   of the balance of such Option Shares.
    
	
 
    	
 
    	
 
    
	
6.
    	
 
    	
LIMITS
    
	
 
    	
 
    	
 
    
	
6.1
    	
 
    	
Unless permitted by Schedule 5 to ITEPA 2003 or such other   legislation as may from time to time govern the granting of EMI Options, no   person shall be granted EMI Options which would, at the time they are   granted, result in that person exceeding the £250,000 maximum entitlement as   prescribed in paragraph 5 of Schedule 5 to ITEPA 2003 (or such other amount   as may be specified by Schedule 5 to ITEPA 2003 at the relevant time).
    
	
 
    	
 
    	
 
    
	
6.2
    	
 
    	
Unless permitted by Schedule 5 to ITEPA 2003 or such other   legislation as may from time to time govern the granting of EMI Options, no   person shall be granted EMI Options which would, at the time that they are   granted, result in the Company exceeding the £3,000,000 maximum value of   shares prescribed in paragraph 7 of Schedule 5 to ITEPA 2003 (or such other   amount as may be specified by Schedule 5 to ITEPA 2003 at the relevant time).
    
	
 
    	
 
    	
 
    
	
6.3
    	
 
    	
A Grantor may only grant EMI Options whilst the requirements of   Schedule 5 to ITEPA 2003 are met and if any of the requirements are not met,   the Option shall continue to subsist but not as an EMI Option.
    
	
 
    	
 
    	
 
    
	
6.4
    	
 
    	
For the avoidance of doubt, the limitations under this Rule 6 do   not apply to Options which are not EMI Options.
    
	
 
    	
 
    	
 
    
	
7.
    	
 
    	
EXERCISE AND LAPSE OF OPTIONS
    
	
 
    	
 
    	
 
    
	
7.1
    	
 
    	
An Option shall not in any event be exercised later than 5.00 pm GMT   on the day immediately preceding the tenth anniversary of the Date of Grant   or such earlier date as may be specified in the relevant Option Agreement and   shall lapse if not exercised by such date.
    
	
 
    	
 
    	
 
    
	
7.2
    	
 
    	
Subject to Rules 7.43, 7.54, 7.5, 11.2 and 13.2, an Option may   only be exercised (if at all) after the earliest of the occurrence of:-
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
7.2.1
    	
a Takeover;
    


 

12











 

	
 
    	
 
    	
7.2.2
    	
a Sale;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7.2.3
    	
a Listing; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7.2.4
    	
the expiry of the period of one hundred and fourteen months   commencing on the first day of the month in which the Date of Grant occurs.
    
	
 
    	
 
    	
 
    
	
7.3
    	
 
    	
Subject to Rules 11.2 and 13.2 an Option may only ever be   exercised in respect of Vested Shares or such greater proportion of the   Option Shares as may be notified in writing to the Option Holder by the Board   before or within 14 days after the date on which the Option becomes   exercisable in accordance with Rule 7.2 or Rule 7.5.
    
	
 
    	
 
    	
 
    
	
7.4
    	
 
    	
Except as mentioned in Rules 7.6, 11 and 13 or as otherwise   provided in the relevant Option Agreement an Option may not be exercised   unless the Option Holder is at the time of exercise Connected with a Group   Company.
    
	
 
    	
 
    	
 
    
	
7.5
    	
 
    	
Notwithstanding the provisions of Rule 7.2 the Board may in its   absolute discretion, by notice in writing to the relevant Option Holder (or,   where appropriate, his Personal Representatives), allow an Option to be   exercised in the absence of a Takeover, a Sale or a Listing and, in such   notice, shall specify the period within which that Option may be exercised   and may specify alternative conditions which must be satisfied before the   Option may be exercised.
    
	
 
    	
 
    	
 
    
	
7.6
    	
 
    	
If an Option Holder ceases to be Connected with any member of the   Group then an Option granted to him may only be exercised (if at all) in   relation to such proportion of the Option Shares, and (subject to   Rule 7.1) within such period, as the Board shall (with the consent of   the Grantor, where appropriate) determine and notify to the Option Holder (   or, where appropriate, his Personal Representatives ) and shall otherwise   lapse and cease to be exercisable on the date of cessation PROVIDED THAT unless such determinations   are made by the Board prior to the expiry of the period of three months   beginning with the date on which the Option Holder ceases to be so Connected   then such Option may not be exercised and shall be deemed to have lapsed and   ceased to be exercisable as from the date of such cessation.
    
	
 
    	
 
    	
 
    
	
7.7
    	
 
    	
Save for the express requirements of Rules 7.5 and 7.6 there are   absolutely no restrictions (or implied restrictions) under these   Rules or otherwise on the Board’s freedom to make whatever decision it   wishes (or no decision at all) under Rules 7.5 and 7.6. In doing so, the   Board may take into account (or disregard) whatever factors it wishes. An   Option Holder shall have no entitlement to, and m not claim, compensation or   damages (or any other remedy) from any Group Company or any former Group   Company in respect of any Board decision under Rules 7.5 or   Rule 7.6 (or any failure by the Board to consider making a decision).
    
	
 
    	
 
    	
 
    
	
7.8
    	
 
    	
An Option shall immediately lapse and cease to be exercisable:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
7.8.1
    	
if, in the case of an EMI Option, within the period of 60 days   commencing on the Date of Grant, the Option Holder does not correctly   complete, sign and return the relevant EMI Notice and return it to the Option   Holder’s Employer;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7.8.2
    	
subject to Rules 7.6, 11 and 12, if the Option Holder ceases to   be Connected with any member of the Group for any reason (including death);
    


 

13











 

	
 
    	
 
    	
7.8.3
    	
if the Board shall have exercised its discretion pursuant to   Rule 7.5 and the relevant Option shall not have been validly exercised   within the period allowed for exercise as specified by the Board pursuant to   Rule 7.5, at the end of that period;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7.8.4
    	
if the Board shall have exercised its discretion pursuant to   Rule 7.6 and the relevant Option shall not have been validly exercised   within the period allowed for exercise and specified by the Board pursuant to   Rule 7.6, at the end of that period;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7.8.5
    	
at 5.00pm GMT on the day preceding the tenth anniversary of the Date   of Grant;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7.8.6
    	
if the Option (or any rights under it) is transferred or assigned   (other than to the Personal Representatives of the Option Holder on the death   of the Option Holder), mortgaged, charged or any other security interest   created over it or otherwise disposed of by the Option Holder or the Option   Holder attempts to do any such thing;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7.8.7
    	
if the Option Holder is adjudged bankrupt under Part IX of the   Insolvency Act 1986, or applies for an interim order under Part VIII of   the Insolvency Act 1986, or proposes or makes a voluntary arrangement under   Part VIII of the Insolvency Act 1986, or takes similar steps, or is   similarly affected under the laws of any jurisdiction that correspond to   those provisions of the Insolvency Act 1986;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7.8.8
    	
at the end of the 40 day period referred to in Rule 11.1 or, if   earlier, at the end of any period specified by the Board pursuant to   Rule 11.2;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7.8.9
    	
at the end of the 40 day period referred to in Rule 13.1 or, if   earlier, at the end of any period specified by the Board pursuant to   Rule 13.2;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7.8.10
    	
if any Performance Target to which the Option is subject becomes   incapable of being attained by the end of the relevant Performance Period.
    
	
 
    	
 
    	
 
    
	
8.
    	
 
    	
MANNER OF EXERCISE OF OPTIONS
    
	
 
    	
 
    	
 
    
	
8.1
    	
 
    	
An Option shall be exercised in whole or in part by the Option Holder   (or, as the case may be, his Personal Representatives) delivering to the   Company (acting as agent of the Grantor) a written exercise notice (in such   form prescribed by the Board from time to time) specifying the number of   Shares in respect of which the Option is being exercised. Such notice shall   be accompanied by the relevant Option Agreement and by payment of an amount   equal to the Exercise Price multiplied by the number of Shares specified in   the exercise notice in respect of which the Option is exercised and by any   payment required under Rule 9 and/or any documentation relating to   arrangements or agreements required under Rule 9.
    
	
 
    	
 
    	
 
    
	
8.2
    	
 
    	
Where an Option is exercised in part only the balance of the Option   not thereby exercised shall continue to be exercisable in accordance with   these Rules and the relevant Option Agreement and the Grantor shall   endorse on the Option Agreement a statement to the effect that the Agreement   remains valid in respect of that part of his Option which the Option Holder   shall have elected not to exercise.
    
	
 
    	
 
    	
 
    
	
8.3
    	
 
    	
Any exercise notice shall be invalid:
    


 

14









 

	
 
    	
8.3.1
    	
 
    	
to the extent that it is inconsistent with the Option Holder’s rights   under these Rules and/or the Option Agreement; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
8.3.2
    	
 
    	
if any of the requirements of Rule 8.1 are not met; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
8.3.3
    	
 
    	
if any payment referred to in Rule 8.1 is made by a cheque that   is not honoured on first presentation or in any other manner which fails to   transfer the expected value to the Company.
    
	
 
    	
 
    	
 
    	
 
    
	
8.4
    	
A notice to exercise an Option by an Option Holder will be invalid:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
8.4.1
    	
 
    	
when any Group Company has begun disciplinary proceedings against the   relevant Option Holder which have not been concluded; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
8.4.2
    	
 
    	
while any Group Company is investigating the relevant Option Holder’s   conduct and may as a result begin disciplinary proceedings; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
8.4.3
    	
 
    	
while there is a breach of the relevant Option Holder’s contract of   employment which entitles any Group Company to dismiss the Option Holder   (whether or not the Group Company is aware of that breach); or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
8.4.4
    	
 
    	
at any time when the relevant Option Holder is no longer employed by   a Group Company but the Option remains capable of exercise, if there was a   material breach of the Option Holder’s employment contract:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(a)
    	
of which no Group Company was aware (or not fully aware) until after:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(i)
    	
the time when the Option Holder ceased employment; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(ii)
    	
the time when the Board decided to permit the exercise of the Option   following the Option Holder’s cessation of employment (if such permission has   been granted); and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(b)
    	
which would have prevented the grant or exercise of the Option, had   any Group Company been aware (or fully aware) of that breach at the relevant   time.
    
	
 
    	
 
    	
 
    	
 
    
	
8.5
    	
The Board shall treat Option Holders fairly and reasonably when   making decisions or taking steps under Rule 8.4.
    
	
 
    	
 
    	
 
    	
 
    
	
8.6
    	
The Company may permit the Option Holder to correct any defect   referred to in Rule 8.3.2 or 8.3.3 (but shall not be obliged to do so).   The date of any corrected exercise notice shall be the date of the correction   rather than the original notice date for all other purposes of the Scheme.
    
	
 
    	
 
    	
 
    	
 
    
	
8.7
    	
The Company shall be entitled to satisfy any New Share Option in   whole or in part by procuring that the relevant number of Shares are   transferred to the Option Holder upon the exercise of his Option.
    
	
 
    	
 
    	
 
    	
 
    
	
8.8
    	
Subject to the other Rules of this Scheme, as soon as   practicable and in any event not more than 30 days after receipt by the   Company of a valid notice exercising a New Share Option, the Shares in   respect of which the New Share Option has been exercised and in respect of   which the Company has not exercised its rights pursuant to Rule 8.6   shall be allotted and issued by the
    


 

15











 

	
 
    	
Company and the Company shall as soon as possible thereafter issue   share certificates in respect of such Shares.
    
	
 
    	
 
    
	
8.9
    	
Subject to the other Rules of this Scheme, as soon as   practicable and in any event not more than 30 days after receipt by the   Grantor of a notice exercising an Existing Share Option or (where the Company   is exercising its rights pursuant to Rule 8.7) by the Company of a valid   notice exercising a New Share Option, the person transferring shares to the   Option Holder shall lodge with the Company a transfer of the number of Shares   which are to be transferred to the Option Holder pursuant to the exercise of   his Option together with the share certificate(s) covering such Shares   and the Company shall register such transfer and shall as soon as possible   thereafter issue share certificates in respect of such Shares. Shares   transferred in satisfaction of the exercise of an Option shall be transferred   free of any lien, charge or other security interest, and with all rights   attaching to them, other than any rights determined by reference to a date   before the date of transfer.
    
	
 
    	
 
    
	
8.10
    	
The Company shall be responsible for any stamp duty payable by an   Option Holder in respect of the transfer of any Shares to him pursuant to the   exercise of an Option.
    
	
 
    	
 
    
	
8.11
    	
Except for any rights determined by reference to a date before the   date of allotment, Shares allotted and issued in satisfaction of the exercise   of an Option shall rank equally in all respects with the other shares of the   same class in issue at the date of allotment.
    
	
 
    	
 
    
	
8.12
    	
If Shares are at the date of exercise of an Option listed on any   stock exchange, the Company shall at its own expense apply to the appropriate   body for the Shares allotted pursuant to the exercise of such Option to be   listed and/or admitted to trading on that exchange.
    
	
 
    	
 
    
	
9.
    	
TAX LIABILITIES
    
	
 
    	
 
    
	
9.1
    	
Each Option Agreement shall include the Option Holder’s irrevocable   agreement to:
    
	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
pay to the Option Holder’s Employer the amount of any Tax Liability;   or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
enter into arrangements to the satisfaction of the Option Holder’s   Employer for payment of any Tax Liability.
    
	
 
    	
 
    	
 
    	
 
    
	
9.2
    	
Unless the Option Holder’s Employer directs that it shall not, each   Option Agreement shall include the Option Holder’s irrevocable agreement   that:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
the Option Holder’s Employer may recover the whole or any part of any   Employer NICs from the Option Holder; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
at the request of the Option Holder’s Employer, the Option Holder   shall elect (using a form approved by HMRC) that the whole or any part of the   liability for Employer NICs shall be transferred to the Option Holder.
    
	
 
    	
 
    	
 
    	
 
    
	
9.3
    	
The Option Holder’s Employer may decide to release the Option Holder   from, or not to enforce any part of the Option Holder’s obligations in   respect of Employer NICs under Rule 9.1 and 9.2.
    


 

16











 

	
9.4
    	
If an Option Holder does not fulfil his obligations under either   Rule 9.1(a) or Rule 9.1(b) in respect of any Tax   Liability arising from the exercise of an Option within seven days after the   date of exercise and Shares are readily saleable at that time, the Grantor   shall withhold Sufficient Shares from the Shares which would otherwise be   delivered to the Option Holder. From the net proceeds of sale of those   withheld Shares, the Granter shall pay to the Option Holder’s Employer an   amount equal to the Tax Liability and shall pay any balance to the Option   Holder. The Option Holder’s obligations under Rule 9.1(a) and   Rule 9.1(b) shall not be affected by any failure of the Company to   withhold Shares under this Rule 9.4.
    
	
 
    	
 
    	
 
    
	
9.5
    	
Option Holders shall have no rights to compensation or damages on   account of any tax or national insurance contributions liability which arises   or is increased (or is claimed to arise or be increased) in whole or in part   because of:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
any decision of HMRC that an Option does not meet the requirements of   Schedule 5 ITEPA 2003 and is therefore not an EMI Option, however that   decision may arise;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
any Disqualifying Event, however that event may be caused; or
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)
    	
the timing of any decision by the Board to permit the exercise of an   Option under Rule 7.5 or Rule 7.6.
    
	
 
    	
 
    	
 
    
	
9.6
    	
Each Option Agreement shall include the Option Holder’s irrevocable   agreement to enter into a joint election, under section 431(1) or   section 431(2) of ITEPA 2003, in respect of the Shares to be acquired on   exercise of the relevant Option, if required to do so by the Company or   Option Holder’s Employer, on or before any date of exercise of the Option.
    
	
 
    	
 
    	
 
    
	
9.7
    	
Each Option Agreement shall include a power of attorney appointing   the Company as the Option Holder’s agent and attorney for the purposes of   Rule 9.4 and Rule 9.6.
    
	
 
    	
 
    	
 
    
	
10.
    	
NON-TRANSFERABILITY OF OPTIONS
    
	
 
    	
 
    	
 
    
	
10.1
    	
During his lifetime, only the individual to whom an Option is granted   may exercise that Option. Options (and any rights arising under them) may not   be transferred or assigned or have any charge or other security interest   created over them.
    
	
 
    	
 
    	
 
    
	
11.
    	
TAKEOVERS
    
	
 
    	
 
    	
 
    
	
11.1
    	
Subject to Rules 7.1, 11.2, and 12, if any person (“the Controller”) acquires control of the   Company as a result of:
    
	
 
    	
 
    	
 
    
	
 
    	
11.1.1
    	
making an offer to acquire the whole of the issued share capital of   the Company which is made on a condition such that, if it is satisfied, the   Controller will (on its own account or acting together with others) have   control of the Company; or
    
	
 
    	
 
    	
 
    
	
 
    	
11.1.2
    	
making an offer to acquire all the shares in the Company which are of   the same class as the Shares (on its own account or acting together with   others); or
    
	
 
    	
 
    	
 
    
	
 
    	
11.1.3
    	
entering into a share sale and purchase agreement which will result   in the Controller obtaining Control of the Company upon completion (on its   own account or acting together with others);
    


 

17











 

	
 
    	
the Option Holder shall, whether or not he subsequently or in   consequence of the change in control ceases to be Connected with any Group   Company for any reason but subject to the provisions of Rules 7.1, 7.2   and 7.3, be entitled to exercise his Option in whole or in part within the   period of 40 days beginning with the date when the Controller has obtained   control of the Company and (if relevant) any condition subject to which the   offer is made has been satisfied and to the extent that the Option is not   exercised within such period it shall lapse and cease to be exercisable.
    
	
 
    	
 
    	
 
    
	
11.2
    	
Notwithstanding Rule 11.1, if a person makes such an offer as is   referred to in Rule 11.1.1 or 11.1.2 or negotiates a share sale and   purchase agreement with the shareholders of the Company which will result in   a change in control, the Board may, in its absolute discretion and by notice   in writing to all Option Holders, declare all outstanding Options to be   exercisable in respect of all Option Shares which would become Vested Shares   upon such change of control in anticipation of the change in control during a   reasonable limited period specified by the Board in the notice (which period   shall end immediately before the Controller obtains control of the Company,   if it has not already ended). If the Board so declares, all outstanding   Options may be exercised at any time during such period. If not exercised,   the Options shall lapse immediately upon the expiry of such period.
    
	
 
    	
 
    	
 
    
	
12.
    	
QUALIFYING EXCHANGE OF SHARES
    
	
 
    	
 
    	
 
    
	
12.1
    	
The provisions of Rule 12.2 shall have effect, and Rule 11.1   shall not apply if another company obtains all the shares of the Company as a   result of a “qualifying exchange of shares” (falling within paragraph 40 of   Schedule 5 to ITEPA 2003) and the Option Holder is invited to release his   rights under his Option in consideration of the grant to him of rights (the “Replacement Option”) which are equivalent   but relate to shares in the acquiring company and the requirements of   paragraphs 42 and 43 of Schedule 5 to ITEPA 2003 would be met in relation to   the Replacement Option.
    
	
 
    	
 
    	
 
    
	
12.2
    	
If the Option Holder does not agree to release his rights under his   Option in consideration of the grant to him of such Replacement Option then   his Option shall lapse and cease to be exercisable at the end of the period   within which the Option Holder could have accepted such invitation.
    
	
 
    	
 
    	
 
    
	
13.
    	
SALE
    
	
 
    	
 
    	
 
    
	
13.1
    	
In the event of a Sale, Options may be exercised in respect of Vested   Shares whether or not the relevant Option Holder shall have ceased to be   Connected with a Group Company subsequently to or in consequence of that Sale   within the period of 40 days beginning with the date of the Sale and shall   lapse and cease to be exercisable at the end of that period.
    
	
 
    	
 
    	
 
    
	
13.2
    	
If the Board anticipates that a Sale may occur, the Board may invite   Option Holders to exercise Options in respect of Option Shares which would   become Vested Shares upon such Sale within such period preceding such Sale as   the Board may specify and, if an Option is not then exercised, it shall,   unless the Board otherwise determines, lapse and cease to be exercisable at   the end of that period.
    
	
 
    	
 
    	
 
    
	
14.
    	
LISTING
    
	
 
    	
 
    	
 
    
	
14.1
    	
In the event of a Listing, Options may be exercised in respect of   Vested Shares within such one or more periods after the Listing as the Board   shall determine and notify to Option Holders before the Listing PROVIDED   THAT:
    


 

18











 

	
 
    	
14.1.1
    	
no such period shall be less than 7 days long; and
    
	
 
    	
 
    	
 
    
	
 
    	
14.1.2
    	
the first such period shall begin within the period of 14 days   beginning with the date of Listing; and
    
	
 
    	
 
    	
 
    
	
 
    	
14.1.3
    	
if no exercise period has been specified by the Board, Options may be   exercised after the Listing; and
    
	
 
    	
 
    	
 
    
	
 
    	
14.1.4
    	
if more than one exercise period has been specified by the Board,   Options shall in any event be exercisable in respect of not less than   one-third of the Vested Shares at any time within the first such period; and
    
	
 
    	
 
    	
 
    
	
 
    	
14.1.5
    	
the Board shall specify in writing to the Option Holders, at the same   time as issuing notice of the first exercise period, the number and dates of   any further exercise periods.
    
	
 
    	
 
    	
 
    
	
14.2
    	
Subject to Rule 14.3 if, pursuant to Rule 14.1 an Option   becomes exercisable in consequence of a Listing, then the Company shall have   the right not to issue and allot Shares upon the exercise of such Option   unless the Option Holder has first agreed with the Company (in such form as   the Board shall determine) that the Option Holder shall not sell or otherwise   dispose of the Shares acquired upon the exercise of such Option within such   period or periods (not extending beyond the second anniversary of the date of   Listing) as the Board may specify in a notice in writing to the Option   Holder.
    
	
 
    	
 
    	
 
    
	
14.3
    	
No such agreement as is mentioned in Rule 14.2 shall prevent an   Option Holder from immediately disposing of such number of the Shares so   acquired (by way of sale for a consideration in cash which is not less than   the best consideration which may be obtained at the time of sale) as is   sufficient to enable the Option Holder (after deduction of costs and expenses   of sale) to recover the cost of the aggregate Option Price paid and any   income tax and National Insurance contributions due in consequence of such   exercise of such Option.
    
	
 
    	
 
    	
 
    
	
15.
    	
VARIATION OF SHARE CAPITAL
    
	
 
    	
 
    	
 
    
	
15.1
    	
If there is any variation of the share capital of the Company   (whether that variation is a capitalisation issue (other than a scrip   dividend), rights issue, consolidation, subdivision or reduction of capital   or otherwise) which affects (or may affect) the value of Options to Option   Holders, the Board may adjust the number and description of Shares subject to   each Option and/or the Exercise Price of each Option in a manner which the   Board, in its reasonable opinion, considers to be fair and appropriate.   However:
    
	
 
    	
 
    	
 
    
	
 
    	
15.1.1
    	
the amendment of any Option granted by a Grantor other than the   Company shall require the consent of that Grantor (which shall not be   unreasonably withheld);
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
the Board should note that the amendment of an EMI Option:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
may be a Disqualifying Event;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
may be regarded by HMRC as the release of the Option and the grant of   a replacement share option which lacks EMI tax advantages; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)
    	
it is possible to consult the Small Company Enterprise Centre of
    


 

19











 

	
 
    	
 
    	
 
    	
HMRC before any amendment proposed to be made under this Rule 15   and obtain their informal confirmation that they do not consider that the   amendment would fall within either (i) or (ii) above;
    
	
 
    	
 
    	
 
    
	
 
    	
15.1.2
    	
the total amount payable on the exercise of any Option in full shall   not be increased; and
    
	
 
    	
 
    	
 
    
	
 
    	
15.1.3
    	
the Option Price for a Share to be newly issued on the exercise of   any Option shall not be reduced below its nominal value (unless the Board   resolves to capitalise, from reserves, an amount equal to the amount by which   the total nominal value of the relevant Shares exceeds the total adjusted   Option Price, and to apply such amount to pay-up the relevant Shares in   full).
    
	
 
    	
 
    	
 
    
	
16.
    	
RELATIONSHIP WITH EMPLOYMENT CONTRACT
    
	
 
    	
 
    	
 
    
	
16.1
    	
This Scheme shall not form part of any contract of employment or   letter of appointment between any Eligible Person and any Group Company and   shall not confer on any Eligible Person any legal or equitable rights   whatsoever against any such company nor give rise to any claim or cause of   action at common law under statute or in equity.
    
	
 
    	
 
    	
 
    
	
16.2
    	
The grant of an option shall not form part of the Option Holder’s   entitlement to remuneration or benefits pursuant to his contract of   employment or letter of appointment or count as wages or remuneration for   pension purposes nor does the existence of a contract of employment or a   letter of appointment between any person and any Group Company give such   person any right or entitlement to have an Option granted to him in respect   of any number of Shares or any expectation that an Option might be granted to   him whether subject to any conditions or at all.
    
	
 
    	
 
    	
 
    
	
16.3
    	
The rights and obligations of an Option Holder under the terms of his   contract of employment or letter of appointment shall not be affected by the   grant of an Option or his participation in this Scheme.
    
	
 
    	
 
    	
 
    
	
16.4
    	
The rights granted to an Option Holder upon the grant of an Option   shall not afford the Option Holder any rights or additional rights to   compensation or damages in consequence of the loss or termination of his   office or employment with any Group Company for any reason whatsoever   (whether or not in circumstances giving rise to a claim for wrongful or   unfair dismissal).
    
	
 
    	
 
    	
 
    
	
17.
    	
VARIATIONS AND TERMINATION
    
	
 
    	
 
    	
 
    
	
17.1
    	
The Board may from time to time in its absolute discretion, subject   to Rules 17.2 and 17.3, amend, delete or add to the Rules of this   Scheme in any respect as they deem desirable.
    
	
 
    	
 
    	
 
    
	
17.2
    	
No amendment, deletion or addition shall be made which would adversely   affect in any way any subsisting rights of Option Holders under the Scheme   unless it is made:
    
	
 
    	
 
    	
 
    
	
 
    	
17.2.1
    	
with the prior written consent of such number of Option Holders as   hold Options under the Scheme to acquire 75 per cent of the Shares which would   be issued or transferred if all Options granted and subsisting under the   Scheme were at that time exercised; or
    


 

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17.2.2
    	
by a resolution at a meeting of Option Holders passed by not less   than 75 per cent of the Option Holders who attend and vote either in person   or by proxy, and for the purposes of this Rule 17.2 the Option Holders   shall be treated as a separate class of share capital and the provisions of   the Articles of Association of the Company relating to class meetings shall   apply mutatis mutandis.
    
	
 
    	
 
    	
 
    
	
17.3
    	
This Scheme may be terminated at any time by a resolution of the   Board or of the Company in general meeting. On termination, no further   Options shall be granted, but Options granted prior to such termination shall   continue to be valid and exercisable in accordance with these Rules.
    
	
 
    	
 
    	
 
    
	
18.
    	
HMRC REQUESTS
    
	
 
    	
 
    	
 
    
	
 
    	
The Company shall provide to HMRC (within such time limit as the HMRC   directs) any information in relation to this Scheme or the grant of Options   under it and an Option Holder shall:
    
	
 
    	
 
    	
 
    
	
18.1
    	
promptly provide to the Company such information as it may reasonably   request; and
    
	
 
    	
 
    	
 
    
	
18.2
    	
consent to the Company providing such information concerning him to   HMRC for the purpose of complying with such request from HMRC.
    
	
 
    	
 
    	
 
    
	
19.
    	
EMI
    
	
 
    	
 
    	
 
    
	
19.1
    	
Except as described in this Rule, the Rules of this Scheme shall   apply to EMI Options in exactly the same way as they apply to other Options.
    
	
 
    	
 
    	
 
    
	
19.2
    	
No warranty, representation or undertaking of any nature is given to   the holder of an EMI Option that the EMI Option is a qualifying option for   the purposes of ITEPA 2003 or that a disqualifying event will not occur in   relation to an EMI Option. Neither the Board, the Company nor any other   person shall be liable to the Option Holder for any loss of whatsoever nature   resulting from the failure for any reason of an Option granted as an EMI   Option to meet the conditions of Schedule 5 to ITEPA 2003, whether such   failure results from the inadvertent or deliberate act of the Board, the   Company or any other person or for any other reason whatsoever.
    
	
 
    	
 
    	
 
    
	
20.
    	
GENERAL
    
	
 
    	
 
    	
 
    
	
20.1
    	
Any notice or other communication under or in connection with this   Scheme may be given in such manner as the Board determines to be appropriate.   Items sent by post shall be sent by pre-paid first-class post and shall be   deemed to have been received at 12 noon on the second business day after   posting. This Rule 20.1 shall not apply to the service of any   proceedings or other documents in any legal action.
    
	
 
    	
 
    	
 
    
	
20.2
    	
The Company shall at all times ensure that the Board is authorised to   satisfy all rights from time to time subsisting under Options granted   pursuant to this Scheme, taking account of any other obligations of the   Company to allot and issue unissued Shares.
    
	
 
    	
 
    	
 
    
	
20.3
    	
The Board’s decision on any matter relating to this Scheme including   any disputes relating to an Option shall be final and binding.
    
	
 
    	
 
    	
 
    
	
20.4
    	
The costs of introducing and administering this Scheme shall be borne   by the Company.
    


 

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20.5
    	
The Scheme shall be administered by the Board and the Board shall   have power from time to time to make or vary regulations for the   administration and operation of this Scheme provided that such regulations   are not inconsistent with these Rules.
    
	
 
    	
 
    	
 
    
	
20.6
    	
The Company and any other Grantor shall not be obliged to provide   Option Holders with copies of any materials sent to the holders of Shares.
    
	
 
    	
 
    	
 
    
	
20.7
    	
The Contracts (Rights of Third Parties) Act 1999 shall not apply to   this Scheme nor to any Option granted under it and no person other than the   parties [referred to in these Rules including, without prejudice to the   generality of the foregoing, the relevant Option Holder’s Employer and the   parties to an Option Agreement shall have any rights under it nor shall it be   enforceable under that Act by any person other than the parties to it.
    
	
 
    	
 
    	
 
    
	
20.8
    	
No individual shall have any claim against any member of the Group   arising out of his not being admitted to participation in the Scheme which is   entirely within the discretion of the Board.
    
	
 
    	
 
    	
 
    
	
20.9
    	
In the case of the partial exercise of an Option, the Board may call   in or endorse or cancel and reissue as it thinks fit, any certificate for the   balance of Shares over which the Option was granted.
    
	
 
    	
 
    	
 
    
	
20.10
    	
Neither the Company nor any Grantor shall be obliged to notify any   Option Holder if an Option is due to lapse.
    
	
 
    	
 
    	
 
    
	
21.
    	
GOVERNING LAW AND JURISDICTION
    
	
 
    	
 
    	
 
    
	
21.1
    	
These Rules and all Options granted hereunder shall be governed   by and construed in accordance with English law.
    
	
 
    	
 
    	
 
    
	
21.2
    	
The courts of England and Wales shall have exclusive jurisdiction to   settle any dispute or claim (including a non-contractual dispute or claim)   that arises out of or in connection with these Rules, the Scheme or its   subject matter and any Option or its subject matter or formation.
    


 

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