bcyc_Ex10_3


		
			Exhibit 10.3
		

		
			BICYCLE THERAPEUTICS PLC
		

		


		
			RULES OF
		

		
			THE BICYCLE THERAPEUTICS SHARE OPTION PLAN
		

		


		
			Approved by the Board on 9 May 2019 and amended by the Compensation Committee on 12 September 2019
		

		
			 
		

		
			
		

		
			


		 





		

		
			 
		

		
			CONTENTS
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Page

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						1.

					
					
						DEFINITIONS AND INTERPRETATION

					
1
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						2.

					
					
						GRANT OF OPTIONS

					
5
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						3.

					
					
						NON-TRANSFERABILITY

					
7
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						4.

					
					
						PERFORMANCE CONDITIONS

					
7
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						5.

					
					
						PLAN LIMITS

					
7
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						6.

					
					
						VESTING, EXERCISE AND LAPSE OF OPTIONS

					
8
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						7.

					
					
						MANNER OF EXERCISE

					
11
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						8.

					
					
						SHARE SETTLEMENT OF OPTION EXERCISE

					
11
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						9.

					
					
						TAX LIABILITIES

					
12
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						10.

					
					
						CORPORATE EVENTS

					
13
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						11.

					
					
						OPTION ROLLOVER

					
14
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						12.

					
					
						VARIATION OF SHARE CAPITAL

					
15
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						13.

					
					
						AMENDMENT

					
15
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						14.

					
					
						RELATIONSHIP WITH CONTRACT OF EMPLOYMENT OR FOR PROVISION OF CONSULTANCY SERVICES AND EXCLUSION OF LIABILITY

					
16
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						15.

					
					
						ADMINISTRATION

					
16
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						16.

					
					
						DATA PRIVACY

					
17
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						17.

					
					
						THIRD PARTY RIGHTS

					
18
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						18.

					
					
						GOVERNING LAW AND JURISDICTION

					
18
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						19.

					
					
						TRADING POLICY RESTRICTIONS

					
18
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						20.

					
					
						CLAWBACK POLICY

					
18
				



		
			 
		

		
			 
		

		
			


		 





		

		
			 
		

		
			RULES OF THE BICYCLE THERAPEUTICS SHARE OPTION PLAN
		

		
			 
		

		
			 
		

		
			1.          DEFINITIONS AND INTERPRETATION
		

		
			Definitions
		

		
			1.1        The following definitions shall apply for the purposes of this Plan:
		

			
					
						“Adoption Date”

					
					
						the date on which the Plan was approved by the Board, being 9 May 2019;

				
	
					
						“Annual Increase”

					
					
						as defined in Rule 5.2;

				
	
					
						“Board”

					
					
						the board of directors of the Company;

				
	
					
						“Cessation Date”

					
					
						in relation to an Optionholder, means the date notice of termination of his employment, contract for services or letter of appointment (as applicable) is given by or to him or her unless the Compensation Committee in their absolute discretion determines a later date, not being later than the statutory or contractual expiry date of any applicable notice period;

				
	
					
						“Change of Control”

					
					
						as defined in Rule 10.1;

				
	
					
						“Code”

					
					
						the U.S. Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations;

				
	
					
						“Company”

					
					
						Bicycle Therapeutics Plc registered in England with number 11036004;

				
	
					
						“Compensation Committee”

					
					
						the committee of the Board constituted for the purpose of, amongst other matters, discharging the Board’s responsibility relating to compensation of the Company’s directors and executives, save that in the event such committee has not been constituted, the Board;

				
	
					
						“Consultant”

					
					
						an individual who provides consultancy services to a Group Company (which, for the avoidance of doubt, shall include any person who is: (a) directly engaged by a Group Company; and (b) employed by a third party to work in the provision of services to a Group Company on behalf of such third party who is engaged by a Group Company to provide such services), and including a director or secretary of any Group Company who is not an employee;

				



		
			 
		

		
			 
		

		
			
		

		
			


		 


		

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						“Control”

					
					
						the meaning in section 995 of the Income Tax Act 2007;

				
	
					
						“Corporate Event”

					
					
						an event within Rule 10;

				
	
					
						“Data”

					
					
						as defined in Rule 16.1;

				
	
					
						“Date of Grant”

					
					
						the date on which an Option is granted under this Plan;

				
	
					
						“Eligible Person”

					
					
						an Employee or Consultant;

				
	
					
						“Employee”

					
					
						an employee of a Group Company, including a director or company secretary of any Group Company who is an employee;

				
	
					
						“Employers’ NICs”

					
					
						as defined in Rule 9.4;

				
	
					
						“Engaging Company”

					
					
						in the case of an Optionholder who is:

					
						(a)         an Employee, the Optionholder’s employer or former employer; and

					
						(b)         a Consultant, the Group Company to which the Optionholder is or was providing services,

					
						as applicable;

				
	
					
						“Exercise Price”

					
					
						the price determined in accordance with Rule 2.4 at which each Share subject to an Option may be acquired on the exercise of that Option;

				
	
					
						“Financial Year”

					
					
						the accounting reference period (as defined by the Companies Act 2006) of the Company;

				
	
					
						“First Amendment Date”

					
					
						the date on which this Plan was first amended, being 12 September 2019;

				
	
					
						“Fully Diluted Share Capital”

					
					
						at the relevant time, the aggregate of: (a) the number of Shares in issue; and (b) the number of additional Shares which would be issued assuming the allotment and issue of the number of Shares in the Option Pool (whether or not on their terms the securities are actually convertible into Shares at such time) only to the extent that such Shares are not already included in part (a) of this definition;

				



		
			 
		

		
			 
		

		
			
		

		
			


		 


		

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						“Good Leaver”

					
					
						an Optionholder who ceases (or gives or is given notice that he or she will cease, as applicable) to be an Eligible Person for one of the reasons in Rule 6.3;

				
	
					
						“Group”

					
					
						the Company, any company which is the Company’s subsidiary, its holding company or a subsidiary of its holding company (as “subsidiary” and “holding company” are defined in section 1159 of the UK Companies Act 2006) and “Group Company” shall be construed accordingly;

				
	
					
						“HMRC”

					
					
						Her Majesty’s Revenue & Customs;

				
	
					
						“Incentive Stock Option”

					
					
						any Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code;

				
	
					
						“Market Value”

					
					
						the market value of the shares subject to an Option determined in accordance with the applicable provisions of Part VIII of the Taxation of Chargeable Gains Act 1992; provided, however, that the Market Value for the purposes of an Option granted to a U.S. Eligible Person shall be the closing market price on the Nasdaq Global Market (or such other market on which the Company’s Shares are then principally listed) of one Share (or American Depositary Share(s) representing one Share) on the effective date of grant, or if no closing price is reported for such date, the closing price on the next immediately following date for which a closing price is reported;

				
	
					
						“New Option”

					
					
						as defined in Rule 11.1;

				
	
					
						“Non-Qualified Stock Option”

					
					
						any Option that is not an Incentive Stock Option;

				
	
					
						“Old Option”

					
					
						as defined in Rule 11.1;

				
	
					
						“Option”

					
					
						a right to acquire Shares granted under the Plan;

				
	
					
						“Option Certificate”

					
					
						a certificate setting out the terms of an Option issued in accordance with Rule 2.5;

				
	
					
						“Option Pool”

					
					
						the pool of Shares: (a) over which options have or may be granted to Eligible Persons under this Plan or any other plan; and (b) allotted and issued to Eligible Persons under any other arrangement;

				



		
			 
		

		
			 
		

		
			
		

		
			


		 


		

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						“Optionholder”

					
					
						an Eligible Person who has been granted an Option under this Plan (including his or her personal representatives or beneficiaries in the event of his or her death);

				
	
					
						“Performance Condition”

					
					
						any objective condition(s) imposed in accordance with Rule 4.1 or any amended condition(s) substituted in accordance with Rule 4.2;

				
	
					
						“Plan”

					
					
						the Bicycle Therapeutics Share Option Plan constituted and governed by these Rules as amended from time to time;

				
	
					
						“Scheme of Arrangement”

					
					
						as defined in Rule 10.2;

				
	
					
						“Shares”

					
					
						ordinary shares in the Company;

				
	
					
						“Tax”

					
					
						as defined in Rule 9.1;

				
	
					
						“Ten Percent Owner”

					
					
						an Employee who resides in the U.S. who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of shares of the Company or any parent or subsidiary corporation;

				
	
					
						“U.S.”

					
					
						United States of America; and

				
	
					
						“Vest”

					
					
						subject to Rule 6.4 (Lapse of Options), the extent to which an Option (or part thereof) becomes capable of exercise on the first to occur of:

				
	
					
						 

					
					
						(a)         the applicable vesting date specified in the Option Certificate;

					
						(b)         the date of the Optionholder’s death;

					
						(c)         in the case of a Good Leaver only, the Optionholder’s Cessation Date;

					
						(d)         a Corporate Event; and

					
						(e)         any date determined by the Compensation Committee,

				
	
					
						 

					
					
						and “Vested” and “Unvested” shall be construed accordingly.

				



		
			 
		

		
			 
		

		
			 
		

		
			
		

		
			


		 


		

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			Interpretation
		

		
			1.2        Headings are for reference purposes only and shall not affect the construction of these Rules.
		

		
			1.3        References to any statutory provision are to that provision as amended, previously enacted, re-enacted or consolidated.
		

		
			1.4        Where the context permits words in the singular shall include the plural and the masculine shall include the feminine and vice versa.
		

		
			1.5        A reference to writing or written includes email and any other electronic means permitted by the Compensation Committee from time to time.
		

		
			2.          GRANT OF OPTIONS
		

		
			Type of option
		

		
			2.1        The Company may grant Options to any Eligible Person it chooses provided that Incentive Stock Options may be granted only to Employees of the Company or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.
		

		
			When options may normally be granted
		

		
			2.2        Subject to Rule 2.3, the Company may grant Options to any Eligible Person it chooses:
		

		
			(a)          during the period of 42 days after:
		

		
			(i)          the Adoption Date;  or
		

		
			(ii)         the day on which the Company announces its results for the proceeding Financial Year, quarter, or other period; or
		

		
			(b)         at any other time the Compensation Committee decides that circumstances have arisen which justify the grant of Options.
		

		
			When Options may be granted
		

		
			2.3        Options may be granted to any Eligible Person the Company chooses:
		

		
			(a)          at any time when that grant would not be prohibited by, or in breach of:
		

		
			(i)          any law;
		

		
			(ii)         any other regulation with the force of law; or
		

		
			(iii)        the rules of any investment exchange on which Shares (or American Depositary Shares representing Shares) are listed or traded, or any other 
		

		
			
		

		
			


		 


		

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			non-statutory rule that binds the Company or with which the Compensation Committee has resolved to comply; and
		

		
			(b)          before the tenth anniversary of the Adoption Date.
		

		
			Exercise Price
		

		
			2.4        Subject to Rule 12  (Variation of Share Capital), the Exercise Price per Share may not be less than the higher of:
		

		
			(a)         if Shares are to be newly issued to satisfy the exercise of Options, the nominal value of a Share; and
		

		
			(b)         the Market Value of a Share on the Date of Grant.
		

		
			In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the Exercise Price of such Incentive Stock Option shall be not less than 110 percent of the Market Value on the grant date.
		

		
			Option Certificates
		

		
			2.5        An Option shall be granted by the Company executing an Option Certificate as a deed in a form approved by the Compensation Committee, or in such other manner as the Compensation Committee may approve from time to time. Each Option Certificate shall state:
		

		
			(a)         the Date of Grant of the Option;
		

		
			(b)         the number and class of the Shares subject to the Option;
		

		
			(c)         the Exercise Price;
		

		
			(d)         the date or dates or which the Option shall normally Vest in accordance with Rule 6.1(A) or 6.1(B) (as applicable) and the proportion of the Option becoming Vested thereon;
		

		
			(e)         any applicable Performance Conditions imposed in accordance with Rule 4.1;
		

		
			(f)          the date when the Option will lapse (being not be later than the tenth anniversary of the Date of Grant); and
		

		
			(g)         if the Compensation Committee so determines, such obligations on the part of the Optionholder as shall be deemed necessary to comply with any tax or securities laws or other regulatory issues in any jurisdiction which may apply to the Company, any other Group Company, the Optionholder or any other person.
		

		
			2.6        The Option Certificate is subject to the terms and conditions of this Plan.
		

		
			 
		

		
			
		

		
			


		 


		

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			3.          NON-TRANSFERABILITY
		

		
			Other than where Options are transferred or assigned to an Optionholder’s personal representatives or beneficiary in the event of the Optionholder’s death or as specifically permitted under the terms of the Option Certificate, Options may not be transferred, assigned, pledged or charged and any purported transfer, assignment, pledge or charge shall cause the Option to lapse immediately. Each Option Certificate shall carry a statement to this effect.
		

		
			4.          PERFORMANCE CONDITIONS
		

		
			Imposition of performance conditions
		

		
			4.1        The exercise of an Option may be conditional upon the satisfaction of one or more objective Performance Condition(s) imposed by the Compensation Committee at the Date of Grant and specified in the Option Certificate.
		

		
			Variation and waiver of performance conditions
		

		
			4.2        If, after the Compensation Committee has determined any objective Performance Condition(s) to be satisfied pursuant to this Rule, events occur which cause the Compensation Committee to consider that any of the existing Performance Condition(s) has become unfair or impractical, the Compensation Committee may, in its absolute discretion, make a recommendation (for approval by the Board) to amend, relax or waive such Condition and the Board’s decision on all disputes in this respect shall be final; provided, however that with respect to a Performance Condition applicable to the Chief Executive Officer, the Compensation Committee may, in its absolute discretion, amend, relax or waive such Condition, and the Compensation Committee’s decision on all disputes in this respect shall be final.
		

		
			Notification to Optionholders
		

		
			4.3        The Compensation Committee shall notify all relevant Optionholders in writing of any amendment, relaxation or waiver of existing Performance Condition(s) made pursuant to Rule 4.2.
		

		
			5.          PLAN LIMITS
		

		
			5.1        The number of Shares in the Option Pool at the Adoption Date shall be 10% of the Fully Diluted Share Capital, subject to adjustment per Section 12.
		

		
			5.2        Thereafter, on the first day of each new Financial Year following the Adoption Date, until such time as the Compensation Committee otherwise determines, the number of Shares in the Option Pool shall be cumulatively increased by 4% of the number of Shares outstanding as of the day prior to the first day of the applicable new Financial Year (or such lesser amount as determined by the Board) (the “Annual Increase”).
		

		
			
		

		
			


		 


		

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			Inclusion of treasury shares
		

		
			5.3        For the purposes of this Rule, any Shares which are treasury shares within sections 724 - 732 of the Companies Act 2006 shall be treated as though they were unissued Shares.
		

		
			Exclusion of certain Shares
		

		
			5.4        For the purposes of this Rule any Shares which are not treasury shares within Rule 5.3 and:
		

		
			(a)         which are already in issue when any option or other right is granted over them; or
		

		
			(b)         which were comprised in any option or other right to the extent that it has lapsed or been surrendered,
		

		
			shall be disregarded.
		

		
			ISO Limitation
		

		
			5.5        Subject to such overall limitations set forth above, no more than 2,470,583 Shares may be issued in the form of Incentive Stock Options, increased on the first day of each new Financial Year following the Adoption Date, by the lesser of 430,000 Shares or the Annual Increase.
		

		
			Annual Limit on Incentive Stock Options.
		

		
			5.6        To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Market Value (determined as of the time of grant) of the shares with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by an Optionholder during any calendar year shall not exceed U.S. $100,000. To the extent that any Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.
		

		
			6.          VESTING, EXERCISE AND LAPSE OF OPTIONS
		

		
			Vesting of options
		

		
			6.1         (A)        In respect of Options with a Date of Grant prior to the First Amendment Date:
		

		
			Save as otherwise determined by the Compensation Committee either before or after the Date of Grant, Options shall (i) Vest in equal tranches of 1/36th at the end of each calendar month following the Date of Grant; and (ii) save as provided in Rules 6.2  (Death of the Optionholder), 6.3  (Ceasing to be an Eligible Person as a Good Leaver), 6.4  (Lapse of Options) and 10  (Corporate Events), may only be exercised after the later of:
		

		
			(a)         the third anniversary of the Date of Grant; and
		

		
			(b)         the date on which any applicable Performance Condition(s) have been satisfied or waived in accordance with Rule 4.2.
		

		
			
		

		
			


		 


		

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			6.1         (B)        In respect of Options with a Date of Grant on or after the First Amendment Date:
		

		
			Save as otherwise determined by the Compensation Committee either before or after the Date of Grant, Options:
		

		
			(a)        granted to a member of the Board other than in accordance with Rule 6.1(B)(a) below shall (i) Vest in equal tranches of 1/36th at the end of each calendar month following the Date of Grant; and (ii) save as provided in Rules 6.2  (Death of the Optionholder), 6.3  (Ceasing to be an Eligible Person as a Good Leaver), 6.4  (Lapse of Options) and 10  (Corporate Events), may only be exercised after the date on which any applicable Performance Condition(s) have been satisfied or waived in accordance with Rule 4.2;
		

		
			(b)         granted to a member of the Board as part of the Company’s annual grant on or following the date of its annual general meeting shall Vest in full on the Date of Grant;
		

		
			(c)         granted to an Employee who is not a member of the Board shall (i) Vest as to 1⁄4 of the total number of Shares under Option on the first anniversary of the Date of Grant; (ii) Vest in respect of the remaining number of Shares under Option in equal tranches of 1/36th at the end of each calendar month following the first anniversary of the Date of Grant; and (iii) save as provided in Rules 6.2  (Death of the Optionholder), 6.3  (Ceasing to be an Eligible Person as a Good Leaver), 6.4  (Lapse of Options) and 10  (Corporate Events), may only be exercised after the date on which any applicable Performance Condition(s) have been satisfied or waived in accordance with Rule 4.2; and
		

		
			(d)         granted to any other Eligible Person shall (i) Vest over such periods as the Compensation Committee shall determine in its absolute discretion and (ii) save as provided in Rules 6.2  (Death of the Optionholder), 6.3  (Ceasing to be an Eligible Person as a Good Leaver), 6.4  (Lapse of Options) and 10  (Corporate Events), may only be exercised after the date on which any applicable Performance Condition(s) have been satisfied or waived in accordance with Rule 4.2.
		

		
			Death of an Optionholder
		

		
			6.2        Save as provided in Rule 6.4  (Lapse of Options), if an Optionholder dies whilst he or she is employed within the Group or while time is running under Rule 6.3  (Ceasing to be an Eligible Person as a Good Leaver) his or her personal representatives may exercise his or her Option at any time within the period of 12 months after the date of his or her death to the extent it had Vested, and any applicable Performance Condition(s) had been satisfied, at that date (or to a greater extent if the Compensation Committee should so decide).
		

		
			Ceasing to be an Eligible Person as a Good Leaver
		

		
			6.3        Save where an Option lapses earlier under Rule 6.4  (Lapse of Options), if an Optionholder ceases to be an Eligible Person:
		

		
			(a)         by reason of illness, injury or disability (evidenced to the satisfaction of the Compensation Committee);
		

		
			 
		

		
			
		

		
			


		 


		

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			(b)         in the case of an Employee, by reason of redundancy within the meaning of the Employment Rights Act 1996;
		

		
			(c)         by reason that the only company, undertaking or part-undertaking within the Group by which he or she is employed, engaged or to which he or she provides consultancy services ceases to be a member of, or is transferred outside, the Group; or
		

		
			(d)         for any other reason which the Compensation Committee considers justifies his or her treatment as a Good Leaver,
		

		
			he or she may exercise his or her Option within the period of twelve months after the Cessation Date (or such other period as the Compensation Committee may decide) to the extent it had Vested, and any applicable Performance Condition(s) had been satisfied, on the Cessation Date (or to a greater extent if the Compensation Committee should so decide). For the avoidance of doubt, any portion of his or her Option that is Unvested as of the Cessation Date shall lapse.
		

		
			Lapse of Options
		

		
			6.4        Options shall lapse on the earliest of the following events:
		

		
			(a)         the expiry of the period allowed for the satisfaction of any Performance Condition(s) without such Performance Condition(s) being satisfied;
		

		
			(b)         the expiry of the applicable periods in Rule 6.2 (Death of the Optionholder) and Rule 6.3  (Ceasing to be an Eligible Person as a Good Leaver) but if an Optionholder dies while time is running under Rule 6.3 the Option shall not lapse until the expiry of the period in Rule 6.2;
		

		
			(c)         the Cessation Date, where such cessation occurs for any reason whatsoever (including wrongful or unfair dismissal in the case of an Optionholder who is an Employee) other than those specified in Rule 6.2  (Death of the Optionholder) or Rule 6.3  (Ceasing to be an Eligible Person as a Good Leaver);
		

		
			(d)         save as provided in Rule 11  (Option Rollover), the expiry of the applicable period in Rule 10  (Corporate Events);
		

		
			(e)         the expiry of the applicable period in Rule 11  (Option Rollover);
		

		
			(f)          the date on which the Optionholder becomes bankrupt or does or omits to do anything as a result of which he is deprived of the legal or beneficial ownership of the Option;
		

		
			(g)         the lapse date specified in the Option Certificate; and
		

		
			(h)         the tenth anniversary of the Date of Grant (provided that, in the case of an Incentive Stock Option granted to a Ten Percent Owner, such Incentive Stock Option shall lapse on the fifth anniversary of the Date of Grant).
		

		
			 
		

		
			
		

		
			


		 


		

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			7.          MANNER OF EXERCISE
		

		
			7.1        Provided it would not then be in breach of any applicable restriction (including, without limitation, the U.S. Sarbanes-Oxley Act of 2002), a Vested Option may be exercised in whole or in part by the Optionholder giving a notice of exercise in such manner as the Company may from time to time determine, including electronically. The notice of exercise shall be accompanied by:
		

		
			(a)         a remittance in cleared funds for the aggregate Exercise Price;
		

		
			(b)         irrevocable instructions to a broker to deliver promptly to the Company an amount equal to the aggregate Exercise Price; or
		

		
			(c)         an application for bridging finance to exercise the Option, in such form as the Company may prescribe.
		

		
			7.2        The Company shall allot or procure the transfer of Shares pursuant to a notice of exercise within 30 days of the date of exercise. Except for any rights determined by reference to a date preceding the date of allotment, any new Shares allotted shall rank pari passu with the other shares of the same class in issue at that date of allotment.
		

		
			7.3        For so long as the Shares (or American Depositary Shares representing the Shares)  are admitted to trading on Nasdaq or any other investment exchange the Company will apply for admission or listing (as the case may be) of any new Shares (or American Depositary Shares representing Shares) issued as soon as is practicable after their allotment.
		

		
			8.          SHARE SETTLEMENT OF OPTION EXERCISE
		

		
			Notwithstanding any other provision of this Plan, the Company may agree with an Optionholder that he or she will undertake a share-settled exercise in respect of any Option that is not an Incentive Stock Option held by him or her whereby, subject to Rule 9  (Tax Liabilities), on exercise of the Option:
		

		
			(a)         no Exercise Price is paid; and
		

		
			(b)         the Optionholder is given free of charge, a number of Shares calculated in accordance with the following formula:
		

		
			S = N x (MV – EP) ÷ MV where:
		

		
			S = the number of Shares to be delivered to the Optionholder, rounded down to the nearest whole Share
		

		
			N = the total number of Shares in respect of which the Option is being exercised
		

		
			MV = the Market Value of a Share at the date of exercise
		

		
			EP= the Option Exercise Price payable per Share.
		

		
			 
		

		
			
		

		
			


		 


		

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			9.          TAX LIABILITIES
		

		
			9.1        For the purposes of this Rule “Tax” means all UK income tax and primary class 1 (employee) and (to the extent the Compensation Committee decides that it shall be borne by the relevant Optionholder), secondary class 1 (employer) National Insurance Contributions, and their equivalent in any other jurisdiction including the U.S., which may properly be borne by Optionholders by reason of the grant, vesting and/or exercise of options or otherwise as a consequence, directly or indirectly, of being an Optionholder.
		

		
			9.2        Any Group Company or other person which is liable to account for Tax may withhold the appropriate amount of Tax from the Optionholder’s remuneration or make such other arrangements as it considers necessary (including the sale of Shares on behalf of an Optionholder) to finance the amounts due. The amount to be withheld may if necessary be estimated provided that if a subsequent adjustment is required it is made as soon as practicable after the amount has been definitively determined.
		

		
			9.3        With respect to any Optionholder that resides in the U.S., subject to approval by the Compensation Committee, an Optionholder may elect to have the Group Company’s required tax withholding obligation satisfied, in whole or in part, by authorising the Group Company to withhold from the Shares to be issued pursuant to an Option a number of shares with an aggregate Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid liability accounting treatment. The Compensation Committee may also require Options to be subject to mandatory share withholding up to the required withholding amount. For purposes of share withholding, the Market Value of withheld shares shall be determined in the same manner as the value of Shares includible in income of the Optionholder. The required tax withholding obligation may also be satisfied, in whole or in part, by an arrangement whereby a certain number of Shares issued pursuant to the Option are immediately sold and proceeds from such sale are remitted to the Group Company in an amount that would satisfy the withholding amount due.
		

		
			9.4        If the Company or any other person is liable to account for UK secondary Class 1 national insurance contributions (“Employers’ NICs”) in the UK by virtue of the exercise of an Option the Compensation Committee may make it a condition of the exercise of the Option that the Optionholder either:
		

		
			(a)         meets such liability to pay Employers’ NICs; or
		

		
			(b)         enters into an election to transfer the liability for Employers’ NICs to the Optionholder in a form approved by HMRC,
		

		
			and enters into such arrangements as may be approved by HMRC in order to ensure that the Employers’ NICs liability can be met.
		

		
			
		

		
			


		 


		

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			9.5        The Compensation Committee may make it a condition of the exercise of an Option that the Optionholder enters into:
		

		
			(a)         a joint election under section 431 of the UK Income Tax (Earnings and Pensions) Act 2003 to disregard any restrictions for the purposes of any income tax and primary Class 1 national insurance contributions which may arise as the consequence of the exercise of the Option and to disapply section 425 of that Act; or
		

		
			(b)         a similar election in any other jurisdiction.
		

		
			9.6        If the Compensation Committee so determines, Optionholders may be offered the opportunity to make other funding arrangements satisfactory to the relevant Group Company or other person in relation to the Tax liability.
		

		
			9.7        By accepting an Option an Optionholder agrees to indemnify any Group Company and any other person against any Tax liability if and to the extent it is not discharged in accordance with this Rule.
		

		
			10.        CORPORATE EVENTS
		

		
			Change of Control
		

		
			10.1      Save as provided in Rules 8  (Share Settlement of Option Exercise) and 11  (Option Rollover), if any person:
		

		
			(a)         (or group of persons acting in concert (as “acting in concert” is defined in The City Code on Takeovers and Mergers) obtains Control of the Company as a result of making a general offer to acquire either:
		

		
			(i)          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)         all the shares in the Company which are of the same class as the Plan Shares, or
		

		
			(b)         acquires more than 50 percent of the issued ordinary share capital of the Company,
		

		
			(a “Change of Control”) all Options (whether Vested or Unvested) may, subject to Rule 10.3  (Squeeze-out and sell-out) be exercised on the same day as, and immediately prior to, the Change of Control becoming effective or within such period not exceeding 6 months afterwards as the Compensation Committee shall determine, and any Options not exercised within such period shall lapse.
		

		
			Scheme of Arrangement
		

		
			10.2      Save as provided in Rules 8  (Share Settlement of Option Exercise) and 11  (Option Rollover), if under section 899 of the Companies Act 2006 the Court sanctions a compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies (a
		

		
			 
		

		
			
		

		
			


		 


		

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			“Scheme of Arrangement”), all Options (whether Vested or Unvested) may be exercised on the same day as, and immediately prior to, the Court sanctioning the compromise or arrangement or within such period not exceeding 6 months afterwards as the Compensation Committee shall determine, and any Options not exercised within such period shall lapse.
		

		
			Squeeze-out and sell-out
		

		
			10.3      Save as provided Rules 8  (Share Settlement of Option Exercise) and 11  (Option Rollover), if any person (or group of persons acting in concert) becomes bound or entitled to acquire shares in the Company under sections 974 to 979 of the Companies Act 2006 (“squeeze-out” and “sell-out”) all Options (whether Vested or Unvested) may be exercised at any time when that person remains so bound or entitled, and any Options not exercised within such period shall lapse.
		

		
			Winding-up
		

		
			10.4      If notice is given of a general meeting at which a resolution will be proposed for the voluntary winding-up of the Company (except for the purposes of a Scheme of Arrangement) all Unvested Options shall lapse unless and to the extent the Compensation Committee determines otherwise and Vested Options may be exercised conditionally on the resolution being passed at any time between the notice of the resolution being given and the resolution being passed or defeated.
		

		
			11.        OPTION ROLLOVER
		

		
			11.1      This Rule applies if there is a Corporate Event and an Optionholder is offered a new option (the “New Option”) in exchange for the original Option (the “Old Option”) and the New Option is equivalent to the Old Option. For the purposes of this Rule a New Option is equivalent to an Old Option if:
		

		
			(a)         it is exercisable in the same manner as the Old Option and subject to the provisions of this Plan as they had effect immediately before the exchange;
		

		
			(b)         the total market value of the Shares subject to the Old Option immediately before the exchange equals, as far as is reasonably practicable, the total market value of the shares or securities subject to the New Option immediately after the exchange; and
		

		
			(c)         the total amount payable to exercise the New Option is equal to the total amount payable to exercise the Old Option.
		

		
			11.2      If there is a Change of Control or Scheme of Arrangement such that Shares are exchanged for shares or securities in another company and the persons who will own the shares in that other company will be the same, or substantially the same, as the persons who owned the Shares immediately before that Change of Control or Scheme of Arrangement and the Optionholder is offered a New Option which is equivalent to the Old Option, the Old Option shall not become exercisable in accordance with whichever is applicable of Rules 10.1 and 10.2 and shall lapse if and to the extent the Optionholder does not accept the offer of the New Option within one month of the offer date.
		

		
			 
		

		
			
		

		
			


		 


		

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			11.3      Where any New Options are granted pursuant to this Rule, references to “Options” shall be construed as references to the New Options for which they have been exchanged and references to the “Company” shall be construed as references to the grantor of the New Options.
		

		
			11.4      Where there is an exchange of Old Options for New Options pursuant to this Rule, such exchange shall be done in compliance with the Code with respect to Optionholders that reside in the U.S..
		

		
			12.        VARIATION OF SHARE CAPITAL
		

		
			12.1      In the event of any variation in the share capital of the Company by way of capitalisation or rights issue, consolidation, subdivision or reduction or otherwise, the number and kind of Shares subject to any Option and the Exercise Price shall be adjusted in such manner as the Compensation Committee shall determine to be fair and reasonable, SAVE THAT with respect to Optionholders who reside in the U.S., the number of Shares subject to an Option, the Exercise Price, and the limits in Rule 5.5 shall be adjusted proportionately in a manner that complies with Sections 409A and 424 of the Code.
		

		
			12.2      The Company will take such steps as are considered necessary to notify Optionholders of any adjustments made under this Rule and may call in, endorse, issue or re-issue any Option Certificate as a result of that adjustment.
		

		
			13.        AMENDMENT
		

		
			13.1      Subject to Rule 13.2, the Compensation Committee may from time to time amend these Rules provided that no amendment to the advantage of Eligible Persons and Optionholders may be made to the provisions relating to:
		

		
			(a)          the persons to whom Options may be granted;
		

		
			(b)          the limit on the number of Shares in respect of which Options may be granted; and
		

		
			(c)          this Rule,
		

		
			without the prior approval of the Company’s shareholders in general meeting except for minor amendments which the Compensation Committee considers necessary or desirable in order to benefit the administration of the Plan, take account of any changes to the applicable legislation in any country or territory or to obtain or maintain favourable tax, exchange control or regulatory treatment for Optionholders or any Group Company. The Compensation Committee are specifically authorized to exercise their discretion to make a recommendation (for approval by the Board) to reduce the Exercise Price of outstanding Options or effect the repricing of such Options through cancellation and re-grants.
		

		
			
		

		
			


		 


		

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			13.2      The Compensation Committee may not make any amendment which would abrogate or adversely affect the subsisting rights of Optionholders unless it is made:
		

		
			(a)         with the written consent of the number of Optionholders who hold Options to acquire 75% of the Shares which would be issued or transferred if all subsisting Options (being Options that have neither been exercised nor lapsed) were exercised; or
		

		
			(b)         by a resolution of a meeting of Optionholders passed by not less than 75% of the Optionholders who attend and vote either in person or by proxy.
		

		
			14.        RELATIONSHIP WITH CONTRACT OF EMPLOYMENT OR FOR PROVISION OF CONSULTANCY SERVICES AND EXCLUSION OF LIABILITY
		

		
			14.1      Notwithstanding any other provision of this Plan:
		

		
			(a)         nothing in this Plan or in any Eligible Person’s contract of employment, appointment letter or contract for the provision of consultancy services shall be construed as giving any Eligible Person a right to be granted an Option under this Plan;
		

		
			(b)         an Eligible Person or Optionholder shall not be entitled, and by accepting an Option granted under this Plan he or she shall be deemed to have waived any possible entitlement, to any compensation or loss he or she may suffer as a result of the exercise by the Compensation Committee of any discretion given to them in accordance with these Rules, or the failure by the Compensation Committee to exercise any such discretion, even if such exercise or failure to exercise constitutes a breach of contract by the Company or any other Group Company which employs or engages the Eligible Person or Optionholder (or to whom he or she provides consultancy services) or a breach of any other duty owed by the Company or any other Group Company or gives rise to any other claim whatsoever; and
		

		
			(c)         if an Eligible Person or Optionholder shall cease to be employed within, engaged by, or to provide consultancy services to, the Group for any reason whatsoever, including (in the case of an Employee) as a result of being wrongfully or unfairly dismissed, he or she shall not be entitled, and by accepting an Option he or she shall be deemed to have waived any possible entitlement, to any sum or benefit to compensate him or her for any loss or curtailment of any right or benefit accrued or in prospect under the Plan, and no such loss or curtailment shall form part of any claim for damages for breach of any contract of employment, contract for the provision of consultancy services, or appointment letter of any Eligible Person or Optionholder or compensation for unfair or wrongful dismissal or any other claim whatsoever.
		

		
			14.2      No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Group Company except as expressly provided in writing in such other plan or an agreement thereunder.
		

		
			15.        ADMINISTRATION
		

		
			15.1      Subject to Rules  4.2 and 13.1, the Plan shall be administered by the Compensation Committee whose decision on all disputes shall be final. The Compensation Committee may delegate
		

		
			 
		

		
			
		

		
			


		 


		

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			specific administrative functions relating to the operation of the Plan to a third party professional equity plan administrator.
		

		
			15.2      The Company shall at all times keep available sufficient authorised and unissued shares, or will ensure that sufficient shares will be available, to satisfy the exercise to the full extent still possible all Options which have neither lapsed nor been fully exercised, taking account of any other obligations of the company to issue unissued shares.
		

		
			15.3      Any notice or other communication under or in connection with this Plan may be given by the Company either personally, by email or by post and to the Company either personally, by email or by post to the secretary. Items sent by post shall be pre-paid and shall be deemed to have been received 72 hours after posting.
		

		
			15.4      This Plan shall terminate on the tenth anniversary of the Adoption Date or at any earlier time by resolution of the Compensation Committee. Termination of the Plan shall be without prejudice to the subsisting rights of Optionholders and any other relevant persons.
		

		
			16.        DATA PRIVACY
		

		
			16.1      As a condition of participation in the Plan, each Optionholder acknowledges that the Company and any Group Company may collect, use and transfer, in electronic or other form, personal data as described in this Rule by and among the Group Companies exclusively for implementing, administering and managing the Optionholder’s participation in the Plan. The Group Companies may hold certain personal information about an Optionholder, including the Optionholder’s name, address and telephone number; birthdate; national insurance, social security, or other identification number; salary; nationality; job title(s); any Shares held in the Company; and Option details, to implement, manage and administer the Plan and Options (the “Data”). The Group Companies may transfer the Data amongst themselves as necessary to implement, administer and manage an Optionholder’s participation in the Plan, and the Group Companies may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Optionholder’s country, or elsewhere, and the Optionholder’s country may have different data privacy laws and protections than the recipients’ country. By accepting the grant of an Option, each Optionholder acknowledges that such recipients may receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Optionholder’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Optionholder may elect to deposit any Shares. The Data related to an Optionholder will be held only as long as necessary to implement, administer, and manage the Optionholder’s participation in the Plan. An Optionholder may, at any time, view the Data that the Company holds regarding such Optionholder, request additional information about the storage and processing of the Data regarding such Optionholder and recommend any necessary corrections to the Data regarding the Optionholder in writing, without cost, by contacting the local human resources representative.
		

		
			16.2      For the purpose of operating the Plan in the European Union (including the United Kingdom after the United Kingdom leaves the European Union), the Company will collect and process
		

		
			 
		

		
			
		

		
			


		 


		

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			information relating to Optionholders in accordance with the privacy notice which is available from the Company’s secretary and the EU General Data Protection Regulation of 25 May 2018.
		

		
			17.        THIRD PARTY RIGHTS
		

		
			A person who is not a party to any Option granted under this Plan shall not have any rights under or in connection with that Option as a result of the Contract (Rights of Third Parties) Act 1999 except where such rights under any provision of the Plan in relation to any Engaging Company of the Optionholder which is not a party to the Option.
		

		
			18.        GOVERNING LAW AND JURISDICTION
		

		
			This Plan is governed by and shall be construed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear any claim or dispute arising out of it.
		

		
			19.        TRADING POLICY RESTRICTIONS
		

		
			Option exercises under the Plan and the sale of the Shares acquired on the exercise of such Options shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.
		

		
			20.        CLAWBACK POLICY
		

		
			Options and/or Shares subject to Options under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.
		

		
			 
		


		 


		

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