EX-10.16



 Exhibit 10.16 
  





 
 Rules of the Mereo BioPharma Group plc Deferred Bonus Share Plan 

Adopted by the board of directors of Mereo BioPharma Group plc on 4 March 2016 

Amended by the board of directors of Mereo BioPharma Group plc on 20 March 2018 

Expiry date: 9 June 2026 







 Contents 
  

							
	1	 	DEFINITIONS AND INTERPRETATION	 	 	1	 
			
	2	 	GRANT OF AWARDS	 	 	3	 
			
	3	 	RESTRICTIONS ON TRANSFER AND BANKRUPTCY	 	 	3	 
			
	4	 	DIVIDEND EQUIVALENTS	 	 	3	 
			
	5	 	INDIVIDUAL LIMIT	 	 	3	 
			
	6	 	REDUCTION OF AWARDS AND CLAWBACK	 	 	3	 
			
	7	 	VESTING AND EXERCISE	 	 	5	 
			
	8	 	TAXATION AND REGULATORY ISSUES	 	 	5	 
			
	9	 	CASH EQUIVALENT	 	 	5	 
			
	10	 	CESSATION OF EMPLOYMENT	 	 	6	 
			
	11	 	CORPORATE EVENTS	 	 	6	 
			
	12	 	ADJUSTMENTS	 	 	8	 
			
	13	 	AMENDMENTS	 	 	8	 
			
	14	 	LEGAL ENTITLEMENT	 	 	8	 
			
	15	 	GENERAL	 	 	8	 
		
	 SCHEDULE
	 	 	10	 
			
	1	 	CASH AWARDS	 	 	10	 









					
	THE MEREO BIOPHARMA GROUP PLC DEFERRED BONUS SHARE PLAN
	
	 1   DEFINITIONS AND INTERPRETATION

	
	 1.1  In this Plan, unless otherwise stated, the words and expressions
below have the following meanings:


  

			
	“Admission Date”	  	the day on which the Shares are admitted to the Official List
of the UKLA and to trading on AIM;
		
	“AIM”	  	the Alternative Investment Market of the London Stock
Exchange;
		
	“AIM Rules”	  	the rules of AIM, as amended from time to time;
		
	“Award”	  	a Conditional Award or a Nil-Cost Option;
		
	“Board”	  	subject to rule 11.8, the board of the Company or any duly
authorised committee of the board;
		
	“Bonus”	  	the bonus payable (if any) to an Eligible Employee pursuant
to an annual bonus plan operated by any Group Member;
		
	“Company”	  	Mereo BioPharma Group Plc registered in England and Wales
under number 9481161;
		
	“Conditional Award”	  	a right to acquire Shares in accordance with the rules of the
Plan with no Exercise Period;
		
	“Control”	  	the meaning given by section 995 of the Income Tax Act
2007;
		
	“Dealing Day”	  	any day on which the London Stock Exchange is open for
business;
		
	“Dealing Restrictions”	  	restrictions imposed by the Company’s share dealing code,
the AIM Rules or any applicable laws or regulations which
impose restrictions on share dealing;
		
	“Deferred Bonus”	  	the amount of Bonus which is to be delivered in the form of
an Award under rule 2;
		
	“Eligible Employee”	  	an employee (including an executive director) of the
Company or any of its Subsidiaries;
		
	“Exercise Period”	  	the period during which a Nil-Cost Option may be exercised;
		
	“Financial Year”	  	a financial year of the Company within the meaning of
section 390 of the Companies Act 2006;
		
	“Grant Date”	  	the date on which an Award is granted;
		
	“Group Member”	  	the Company, any Subsidiary of the Company, any company
which is (within the meaning of section 1159 of the
Companies Act 2006) the Company’s holding company or a
Subsidiary of the Company’s holding company or,
if the
Board so determines, any body corporate in relation to which
the Company is able to exercise at least 20% of the equity
voting rights and “Group” will be construed accordingly;


  
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	 “Internal Reorganisation”
	  	where immediately after a change of Control of the Company, all or substantially all of the issued share capital of the acquiring company is owned directly or indirectly by the persons who were shareholders in the Company
immediately before the change of Control;
		
	 “Nil-Cost Option”
	  	a right to acquire Shares in accordance with the rules of the Plan during an Exercise Period;
		
	 “Normal Vesting Date”
	  	the date on which an Award will normally Vest, which will be the third anniversary of the Grant Date (or such other date determined by the Board at the Grant Date);
		
	 “Participant”
	  	any person who holds an Award (or, in respect of rules 6.4 and 6.6, any person to whom Shares have been issued or transferred or to whom cash is paid in respect of an Award) or following his death, his personal
representatives;
		
	 “Plan”
	  	the Mereo BioPharma Group Plc Deferred Bonus Share Plan in its present form or as from time to time amended;
		
	 “Share”
	  	a fully paid ordinary share in the capital of the Company;

  

					
	 “Subsidiary”
	  	the meaning given by section 1159 of the Companies Act 2006;
		
	 “Tax Liability”
	  	any tax or social security contributions liability in connection with an Award for which the Participant is liable and for which any Group Member or former Group Member is obliged to account to any relevant
authority;
		
	 “Trustee”
	  	the trustee or trustees for the time being of any employee benefit trust, the beneficiaries of which include Eligible Employees;
		
	 “UKLA”
	  	the United Kingdom Listing Authority or any successor body;
			
	 “Vest”
	  	i)	  	 in relation to a Conditional Award, the point at which a

Participant becomes entitled to receive the Shares; and

		  		  
			
		  	ii)	  	 in relation to a Nil-Cost Option, the point at which it

becomes capable of exercise,

		  		  
		
		  	and “Vesting”, “Vested” and “Vesting Date” will be construed
		  	accordingly.

  

	1.2	References in the Plan to: 

  

	 	1.2.1	any statutory provisions are to those provisions as amended or re-enacted from time to time; 

  

	 	1.2.2	the singular include the plural and vice versa; and 

  

	 	1.2.3	the masculine include the feminine and vice versa. 

  

	1.3	Headings do not form part of the Plan. 


  
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	2	GRANT OF AWARDS 

  

	2.1	Subject to rule 2.2 and 2.3, the Board may grant an Award to an Eligible Employee in its discretion subject to the rules of the Plan and upon such additional terms as the Board may determine. 


 

	2.2	The grant of an Award will be subject to obtaining any approval or consent required by AIM (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or
overseas). 

  

	2.3	An Award may only be granted to an Eligible Employee who has earned a Bonus for the Financial Year immediately preceding the Financial Year in which the Grant Date occurs. 


 

	2.4	An Award will be granted over such number of Shares as have at the Grant Date a market value (as determined by the Board) equal to the Deferred Bonus. 


 

	2.5	To the extent any Award exceeds the limit in rule 2.4 it will be scaled back accordingly. 

  

	2.6	Awards must be granted by deed and, as soon as reasonably practicable after the Grant Date, Participants must be notified of the terms of their Award. 


 

	2.7	No Award may be granted under the Plan after the tenth anniversary of the Admission Date. 

  

	3	RESTRICTIONS ON TRANSFER AND BANKRUPTCY 

  

	3.1	An Award must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant’s death, to his personal representatives) and will lapse immediately on any attempt to
do so. 

  

	3.2	An Award will lapse immediately if the Participant is declared bankrupt or, if the Participant is outside the UK, any analogous event occurs. 


 

	4	DIVIDEND EQUIVALENTS 

  

	4.1	The Board may decide at any time prior to the issue or transfer of the Shares in respect of which an Award Vests that the Participant will receive an amount (in cash and/or additional Shares) equal in value to any
dividends that would have been paid on those Shares on such terms and over such period (ending no later than the Vesting Date) as the Board may determine. This amount may assume the reinvestment of dividends (on such basis as the Board may
determine) and may exclude or include special dividends. 

  

	4.2	Any such amount will be payable as soon as reasonably practicable after Vesting or, in the case of a Nil-Cost Option, exercise, of the relevant Award. 


 

	5	INDIVIDUAL LIMIT 

  

	5.1	No Eligible Employee may be granted Awards which would, at the time they are granted, cause the market value (as determined by the Board) of all the Shares subject to Awards granted to that Eligible Employee in respect
of a particular financial year of the Company to exceed 100 per cent. of salary, and to the extent any Award exceeds this limit it will be scaled back accordingly. 


 

	6	REDUCTION OF AWARDS AND CLAWBACK 

  

	6.1	Notwithstanding any other rule of the Plan, this rule 6 applies to any Award and will continue to apply after the termination of a Participant’s office or employment with a Group Member for any reason whether or
not the termination is lawful. 

  

	6.2	The circumstances in which rules 6.3 and 6.4 may apply are: 


  
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	 	6.2.1	a material misstatement of the Company’s accounts; or 

  

	 	6.2.2	an error in assessing the information or assumptions by reference to which the Bonus was determined, such that the Bonus payable was in excess of the Bonus that would have been payable should the circumstances not have
occurred; or 

  

	 	6.2.3	fraudulent or material misconduct on the part of the Participant 

 occurring, unless rule 6.5
applies, within the period ending on the third anniversary of the Grant Date applying to an Award. 
  

	6.3	The Board may, in its discretion, determine at any time prior to the earlier of the delivery of cash or shares comprised in an Award and, unless rule 6.5 applies, the third anniversary of the Grant Date applying to an
Award, to: 

  

	 	6.3.1	reduce (including to zero) the number of Shares to which an Award relates; and/or 

  

	 	6.3.2	impose further conditions on an Award. 

  

	6.4	The Board may, in its discretion, determine at any time after the delivery of cash or Shares comprised in an Award, and unless, rule 6.5 applies, prior to the third anniversary of the Grant Date applying to an Award,
to: 

  

	 	6.4.1	require a Participant to make a cash payment to the Company in respect of some or all of the Shares or cash delivered to him under the Award; and/or 


 

	 	6.4.2	require a Participant to transfer for nil consideration some or all of the Shares delivered to him under the Award 


and the Board will have the discretion to determine the basis on which the amount of cash or Shares is calculated, including whether and if so
to what extent to take account of any tax or social security liability applicable to the Award. 
  

	6.5	If the action or conduct of any Participant, Group Member or relevant business unit is under investigation prior to the third anniversary of the Grant Date applying to an Award pursuant to this rule 6 and such
investigation has not yet been concluded by that date, the period referred to in rules 6.2, 6.3 and 6.4 will end on such later date as the Board considers appropriate to allow such investigation to be concluded. 


 

	6.6	The Board may decide to: 

  

	 	6.6.1	reduce (including to zero) the number of Shares to which an Award relates; 

  

	 	6.6.2	impose further conditions on an Award; and/or 

  

	 	6.6.3	require a Participant to transfer for nil consideration some or all of the Shares delivered to him under an Award or make a cash payment to the Company in respect of some or all of the Shares delivered to him under an
Award 

 to effect the recovery of sums paid or Shares delivered under any provisions similar to this rule 6 which are included
in any bonus plan or share plan (other than the Plan) operated by any Group Member and if the Board decides to apply rule 6.6.3, the Board will have the discretion to determine the basis on which the amount of cash or Shares is calculated, including
whether and if so to what extent to take account of any tax or social security liability applicable to the Award. 
  

	6.7	For the purposes of this rule 6, references to Group Member or a relevant business unit include references to any former Group Member or former business unit. 


  
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	6.8	If the Board exercises its discretion in accordance with this rule 6, it will confirm this in writing to each Participant and, if necessary, the Trustee. 


 

	7	VESTING AND EXERCISE 

  

	7.1	Subject to rules 8.2, 10 and 11, an Award will Vest: 

  

	 	7.1.1	on the Normal Vesting Date; or 

  

	 	7.1.2	if on the Normal Vesting Date (or on any other date on which an Award is due to Vest under rule 10 or 11) a Dealing Restriction applies to the Award, on the date on which such Dealing Restriction lifts; and


 a Nil-Cost Option may then be exercised during the period ending on the first anniversary of the date on which it Vested (or
such shorter period as the Board may determine on or prior to the Grant Date) in such manner as the Board determines, after which time it will lapse. 
  

	7.2	Subject to rules 8 and 9, where a Conditional Award has Vested or a Nil-Cost Option has been exercised, the number of Shares in respect of which the Award has Vested or been exercised together with any additional Shares
or cash to which a Participant becomes entitled under rule 4 will be issued, transferred or paid (as applicable) to the Participant as soon as reasonably practicable thereafter. 


 

	8	TAXATION AND REGULATORY ISSUES 

  

	8.1	A Participant will be responsible for and indemnifies each relevant Group Member and the Trustee against any Tax Liability relating to his Award. Any Group Member and/or the Trustee may withhold an amount equal to such
Tax Liability from any amounts due to the Participant (to the extent such withholding is lawful) and/or make any other arrangements as it considers appropriate to ensure recovery of such Tax Liability including, without limitation, the sale of
sufficient Shares acquired subject to the Award to realise an amount equal to the Tax Liability. 

  

	8.2	The Vesting of a Conditional Award, the exercise of a Nil-Cost Option and the issue or transfer of Shares under the Plan will be subject to obtaining any approval or consent required by AIM (or any other relevant
authority), any Dealing Restrictions, or any other applicable laws or regulations (whether in the UK or overseas). 

  

	9	CASH EQUIVALENT 

  

	9.1	Subject to rule 9.2, at any time prior to the date on which Shares in respect of which an Award has Vested or, in the case of a Nil-Cost Option, has been exercised and, in both cases, Shares have been issued or
transferred to a Participant, the Board may determine that, in substitution for his right to acquire some or all of the Shares to which his Award relates, the Participant will instead receive a cash sum. The cash sum will be equal to the market
value (as determined by the Board) of that number of the Shares which would otherwise have been issued or transferred and for these purposes: 

  

	 	9.1.1	in the case of a Conditional Award, market value will be determined on the date of Vesting; 

  

	 	9.1.2	in the case of a Nil-Cost Option, market value will be determined on the date of exercise; and 

  

	 	9.1.3	in either case the cash sum will be paid to the Participant as soon as practicable after the Vesting of the Conditional Award or the exercise of the Nil-Cost Option, net of any deductions (including but not limited to
any Tax Liability or similar liabilities) as may be required by law. 

  

	9.2	The Board may determine that this rule 9 will not apply to an Award or any part of it. 


  
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	10	CESSATION OF EMPLOYMENT 

  

	10.1	Except where a Participant is summarily dismissed and unless the Board determines that an Award will Vest in accordance with rule 10.2, an Award which has not yet Vested as at the date of cessation will continue and,
subject to rule 11, Vest on the Normal Vesting Date. 

  

	10.2	If the Board determines that an Award which has not yet Vested at the date of cessation will Vest in accordance with this rule 10.2, it will Vest as soon as reasonably practicable following the date of cessation.


  

	10.3	A Nil-Cost Option that Vests under rule 10 may, subject to rule 11, be exercised for a period of 12 months (or such other period as the Board may determine) from the date of Vesting, after which time it will lapse.


  

	10.4	Except where a Participant is summarily dismissed, a Nil-Cost Option which has Vested prior to the date of cessation may, subject to rule 11, be exercised during the remainder of the original Exercise Period applicable
to his Award, after which time it will lapse. 

  

	10.5	For the purposes of the Plan, no person will be treated as ceasing to hold office or employment with a Group Member until that person no longer holds: 


 

	 	10.5.1	an office or employment; or 

  

	 	10.5.2	a right to return to work 

 with any Group Member. 

 

	11	CORPORATE EVENTS 

  

	11.1	Where any of the events described in rule 11.2 occur, then subject to rules 11.5 and 11.7, all Awards which have not yet Vested will Vest at the time of such event. Nil-Cost Options (whether Vested pursuant to this rule
or otherwise) will be exercisable for one month (or such other period as the Board may determine) from the date of the relevant event, after which time all Nil-Cost Options will lapse. 


 

	11.2	The events referred to in rule 11.1 are: 

  

	 	11.2.1	General offer 

 If any person (either alone or together with any person acting in concert with
him): 
  

	 	(i)	obtains Control of the Company as a result of making a general offer to acquire Shares; or 

  

	 	(ii)	already having Control of the Company, makes an offer to acquire all of the Shares other than those which are already owned by him 


and such offer becomes wholly unconditional. 
  

	 	11.2.2	Scheme of arrangement 

 A compromise or arrangement in accordance with section 899 of the
Companies Act 2006 (or any similar legislation or rules in a jurisdiction outside the United Kingdom) for the purposes of a change of Control of the Company which is sanctioned by the Court. 

 

	11.3	Winding-up 

 On the passing of a resolution for the voluntary winding-up or the making of an
order for the compulsory winding-up of the Company, the Board will determine: 

  
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	 	11.3.1	whether and to what extent Awards which have not yet Vested will Vest, unless the Board determines otherwise, taking into account the period of time from the Grant Date to the date of the relevant event; and


  

	 	11.3.2	the period of time during which any Vested Nil-Cost Option may be exercised, after which time it will lapse. 


To the extent that an Award does not Vest, it will lapse immediately. 

 

	11.4	Other events 

 If the Company is or may be affected by a demerger, delisting, special dividend
or other event which in the opinion of the Board, may affect the current or future value of Shares, the Board will determine: 
  

	 	11.4.1	whether and to what extent Awards which have not yet Vested will Vest, unless the Board determines otherwise, taking into account the period of time from the Grant Date to the date of the relevant event; and


  

	 	11.4.2	the period of time during which any Vested Nil-Cost Option may be exercised, after which time it will lapse. 


To the extent that an Award does not Vest, it will lapse immediately. 

 

	11.5	Exchange – unvested Awards 

 An unvested Award will not Vest under rule 11.1 but will be
exchanged on the terms set out in rule 11.7 to the extent that: 
  

	 	11.5.1	an offer to exchange the Award is made and accepted by a Participant; or 

  

	 	11.5.2	there is an Internal Reorganisation. 

  

	11.6	Exchange - Vested Nil-Cost Options 

 To the extent that there is an Internal Reorganisation, a
Vested Nil-Cost Option will be exchanged on the terms set out in rule 11.7. 
  

	11.7	Exchange terms 

 If this rule 11.7 applies, the Existing Award will not Vest but will be
exchanged in consideration of the grant of a new award (“the New Award”) which, in the opinion of the Board, is equivalent to the Existing Award, but relates to shares in a different company (whether the acquiring company or a
different company). Unless the Board determines otherwise, the rules of this Plan will be construed in relation to the New Award as if: 
  

	 	11.7.1	the New Award were an Award granted under the Plan at the same time as the Award; 

  

	 	11.7.2	references to the Company were references to the company whose shares are subject to the New Award; and 

  

	 	11.7.3	references to Shares were references to shares in the company whose shares are subject to the New Award. 

  

	11.8	Meaning of Board 

 Any reference to the Board in this rule 11 means the members of the Board
immediately prior to the relevant event. 

  
 7 









	12	ADJUSTMENTS 

  

	12.1	The number of Shares subject to an Award may be adjusted in such manner as the Board determines, in the event of: 

  

	 	12.1.1	any variation of the share capital of the Company; or 

  

	 	12.1.2	a demerger, delisting, special dividend, rights issue or other event which may, in the opinion of the Board, affect the current or future value of Shares. 


 

	13	AMENDMENTS 

  

	13.1	Except as described in this rule 13, the Board may at any time amend the rules of the Plan or the terms of any Award. 

  

	13.2	No amendment to the material disadvantage of existing rights of Participants will be made under rule 13.1 unless: 

  

	 	13.2.1	every Participant who may be affected by such amendment has been invited to indicate whether or not he approves the amendment; and 

  

	 	13.2.2	the amendment is approved by a majority of those Participants who have so indicated. 

  

	13.3	No amendment will be made under this rule 13 if it would prevent the Plan from being an employees’ share scheme in accordance with section 1166 of the Companies Act 2006. 


 

	14	LEGAL ENTITLEMENT 

  

	14.1	This rule 14 applies during a Participant’s employment with any Group Member and after the termination of such employment, whether or not the termination is lawful. 


 

	14.2	Nothing in the Plan or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant’s employment with any Group Member are separate from, and are
not affected by, his participation in the Plan. Participation in the Plan does not create any right to continued employment with a Group Member for any Participant. 


 

	14.3	The grant of any Award to a Participant does not create any right for that Participant to be granted any further Awards or to be granted Awards on any particular terms, including the number of Shares to which Awards
relate. 

  

	14.4	By participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including: 

  

	 	14.4.1	any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant’s employment); 


 

	 	14.4.2	any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; and 


 

	 	14.4.3	the operation, suspension, termination or amendment of the Plan. 

  

	15	GENERAL 

  

	15.1	The Plan will terminate upon the date stated in rule 2.7, or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Plan will be
without prejudice to the existing rights of Participants 


  
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	15.2	Shares issued or transferred from treasury under the Plan will rank equally in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by
reference to a record date preceding the date of issue or transfer from treasury. 

  

	15.3	By participating in the Plan, Participants resident outside of the European Economic Area consent to the collection, holding, processing and transfer of his personal data by any Group Member or any third party for all
purposes relating to the operation of the Plan, including but not limited to, the administration and maintenance of Participant records, providing information to future purchasers of the Company or any business in which the Participant works and to
the transfer of information about the Participant to a country or territory outside the European Economic Area or elsewhere. 

  

	15.4	The Plan will be administered by the Board. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt
regulations for administering the Plan. Decisions of the Board will be final and binding on all parties. 

  

	15.5	Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company
secretary), and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or
substantially the whole of the duties of his office or employment. Where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by
electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice. 

  

	15.6	No third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan (without prejudice to any right of a third party which exists other than under that Act).


  

	15.7	The rules of the Plan will be governed by and construed in accordance with the laws of England and Wales. Any person referred to in the Plan submits to the exclusive jurisdiction of the Courts of England and Wales.



  
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 SCHEDULE 
  

	1	CASH AWARDS 

 The rules of the Mereo BioPharma Group Plc Deferred Bonus Share Plan will apply to a right
to receive a cash sum granted under this Schedule as if it was either a Conditional Award (a “Cash Conditional Award”) or a Nil-Cost Option (a “Cash Option”), except as set out in this Schedule. Where there is any conflict
between the rules of the Plan and this Schedule, the terms of this Schedule will prevail. 
  

	1.1	Each Cash Conditional Award or Cash Option will relate to a certain number of notional Shares. 

  

	1.2	On the Vesting of a Cash Conditional Award or the exercise of a Cash Option the Participant will be entitled to receive a cash sum, calculated by reference to the value of the number of notional Shares to which the Cash
Conditional Award or the Cash Option relates, on the following basis: 

  

	 	1.2.1	in the case of a Cash Conditional Award the cash sum will be equal to the market value (as determined by the Board) of the notional Shares to which the Cash Conditional Award relates on the date of Vesting; and


  

	 	1.2.2	in the case of a Cash Option the cash sum will be equal to the market value (as determined by the Board) of the notional Shares to which the Cash Option relates on the date of exercise. 


 

	1.3	The cash sum payable under paragraph 1.2 above will be paid to the Participant as soon as reasonably practicable after the Vesting of the Cash Conditional Award or the exercise of the Cash Option, net of any deductions
(including, but not limited to, any Tax Liability or similar liabilities) as may be required by law. 

  

	1.4	A Cash Conditional Award or Cash Option will not confer any right on the holder to receive Shares or any interest in Shares. 








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