exhibit1015-frenchshareo






    WEJO GROUP LIMITED  2021 EQUITY INCENTIVE PLAN  FRENCH SHARE OPTION SUB PLAN    Section 1. Scope and Purpose  This French share option sub plan (the “French Share Option Sub Plan”) is established  pursuant to and in accordance with the Wejo Group Limited 2021 Equity Incentive Plan (the  “Plan”) as a subplan referred to in Article 14.20 of the Plan.  The purpose of the French Share Option Sub Plan is to ensure that the French Options (as  defined below) comply with the relevant provisions of Articles L. 225-177 to L. 225-186-1 of the  French Commercial Code, French labor law and Article 80 bis of the French tax code and tax  administrative guidelines published by the French tax authorities (in particular, BOI-RSA-ES- 20-10-10-20140812) (“French Law”).  The French Share Option Sub Plan is applicable to Share Options granted to employees  and certain corporate officers of the Company’s French direct or indirect subsidiaries (as defined  below). The French Share Option Sub Plan shall also apply to employees and corporate officers  of the Company and of its non-French direct or indirect subsidiaries that have been granted Share  Options under the Plan if and when they become subject to French income tax.  Solely for purposes of this French Share Option Sub Plan, (i) any provision of the Plan or  of the French Share Option Sub Plan in contradiction with French Law shall be void and  automatically replaced by the applicable provisions under French law and (ii) the provisions of  this French Share Option Sub Plan shall take precedence over conflicting provisions of the Plan.  Section 2. Definitions  Capitalized terms used herein shall have the meanings set forth in this Section 2.  Any  reference to any law shall be deemed to include any regulations or other interpretative guidance  under such section, and any amendments or successor provisions to such law, regulations, or  guidance.  Except as noted below, all capitalized terms not defined herein have the same meaning as  such terms in the Plan.  (a)  “Closed Period” means any of the following periods if the Common Share is  listed on NYSE or NASDAQ or on any other similar regulated stock exchange as defined by  French administrative guidelines BOI-RSA-ES-20-10-10-20140812, n°180 to 210: (A) twenty  (20) trading days after (i) the payment of a dividend; or (ii) an increase of share capital; (B) the  period of ten (10) trading days preceding and following the disclosure to the public of the  consolidated financial statements of the Company; or (C) the period as from the date the  management of the Company (including the Board members) are aware of information which  





 






2    WEIL:\98524404\1\80509.0007  could, in the case it would be disclosed to the public, significantly impact the market price of the  Shares, until ten (10) trading days after the date such information is disclosed to the public;  (b) “Corporate Officers” means the president of the board of directors (président du  conseil d’administration), the chief executive officer (directeur général), deputy chief executive  officers (directeurs généraux délégués), members of the executive management board (membres  du directoire) and the manager (gérant) of a corporation as set forth in Article L. 225-185 of the  French Commercial Code, in each case, of the French Subsidiaries;   (c) “Date of Exercise” shall mean the date of exercise of French Options by a French  Participant;  (d) “Employee” shall mean individuals having an employment contract with a French  Subsidiary.   (e)  “French Effective Date” shall have the meaning ascribed to it in Section 14  below;  (f) “French Eligible Participant” shall have the meaning ascribed to it in Section 3  below;  (g) “French Exercise Price” means:   a) If the Common Share is listed on NYSE or NASDAQ or on any other similar  regulated stock exchange as defined by French administrative guidelines BOI-RSA-ES- 20-10-10-20140812 n°160 to 200: the higher of (i) the exercise price set out by the  Committee pursuant to Section 6.2 of the Plan, (ii) 80% of the average of the closing  trading prices of a Share during the twenty (20) trading days preceding the Date of Grant  and (iii) 80% of the average purchase price of the Shares held by the Company on the  Date of Grant;  (b) If the Common Share is not listed on NYSE or NASDAQ or on any other  similar regulated stock exchange as defined by French administrative guidelines BOI- RSA-ES-20-10-10- 20140812 n°160 to 200: the exercise price shall be determined by the  Committee in accordance with the objective methods applicable to the valuation of shares  taking into account the Company's net asset position, profitability and business plan,  applying a specific weighting in each case. Those criteria shall be assessed, if applicable,  on a consolidated basis. Failing this, the exercise price shall be determined by dividing  the net asset value by the number of Shares.  (h) “French Law” shall have the meaning ascribed to it in Section 1 above;   (i) “French Options” shall have the meaning ascribed to it in Section 4 below;  (j) “French Participant” means a French Eligible Participant who has been granted  French Options in accordance with the French Share Option Sub Plan;  





 






3    WEIL:\98524404\1\80509.0007  (k) “French Share Option Sub Plan” shall have the meaning ascribed to it in Section 1  above;  (l) “French Subsidiaries” means Subsidiaries of the Company that are organized  under the laws of France and the share capital of which is at least 10% held by the Company  (directly or indirectly) at the Date of Grant.   Section 3. French Eligible Participants  The beneficiaries of French Options (as defined below) (the “French Eligible  Participants”) shall only be the French Subsidiaries’ Employees and Corporate Officers who do  not hold individually more than 10% of the share capital of the Company at the Date of Grant.    The French Subsidiaries’ Corporate Officers can only receive French Options if French  Options or Awards qualifying as free shares under Articles L. 225-197-1 to L. 225-197-5 of the  French Commercial Code have been awarded to at least 90% of the French Subsidiaries’  Employees, or if a profit sharing agreement is in force at the level of the French Subsidiaries to  the benefit of at least 90% of the French Subsidiaries’ Employees.   In particular, if at the Date of Grant the Common Share is not listed on NYSE or  NASDAQ or on any other similar regulated stock exchange as defined by French administrative  guidelines BOI-RSA-ES-20-10-10-20140812 n°180, the Corporate Officers of the French  Subsidiaries shall not be granted French Options.   Section 4. French Options  This French Sub-Plan is applicable only to Share Options (the “French Options”).   In particular, French Eligible Participants shall not receive under this French Sub-Plan  Incentive Share Options, Restricted Share Awards, Restricted Share Units, Share Appreciation  Rights or Share Based Awards.   The total number of French Options outstanding that have not been exercised shall at all  times not represent more than one third of the share capital of the Company.  Section 5. Date of Grant  The Date of Grant of the French Options shall not occur during a Closed Period.  Section 6. French Exercise Price  The exercise price of the French Options shall be equal to the French Exercise Price.  Notwithstanding with Article 6.5 of the Plan, the French Exercise Price (which is  denominated in U.S. dollar) shall be paid in cash by French Participants, if need be after  conversion in Euro by application of the Euro/U.S. dollar daily exchange rate as published by the  Banque de France on the Date of Exercise or, if no rate is available on that date, the first  following daily rate published thereafter.  





 






4    WEIL:\98524404\1\80509.0007  The method of exercise and form of payment of the French Options shall be determined  by the Committee or the Company acting as agent of the Committee, in accordance with French  Law.  Section 7. Vesting Period  French Options shall vest and become exercisable in such manner and on such date or  dates determined by the Committee and set forth in the Award Agreement, and shall expire after  such period, not to exceed ten years, as may be determined by the Committee (the “Option  Period”).  Section 8. Nontransferability  Articles 6.6 of the Plan (“Limited transferability of Nonqualified Share Options”) shall  not be applicable to French Options.  No French Option shall be assigned, alienated, pledged, attached, sold or otherwise  transferred or encumbered by a Participant other than in case a French Participant dies, in which  case the French Participant’s estate will have six months from the date of the death of the French  Participant to exercise the French Options granted to the deceased French Participant to the  extent that any vesting conditions that may be provided for such French Options (other than the  condition provided for in Article 7, which will not be applicable in the case of death of the  Participant) are met before the end of such six-month period.  Section 9. Forfeiture  Article 12 of the Plan shall apply to French Options only to the extent the forfeiture  provided for in such Article is not considered as a monetary sanction prohibited by Article L.  1331-2 of the French Labor Code.  Section 10. Adjustment  Notwithstanding the provisions of Article 4.5 (“Adjustment”) of the Plan, the French  Exercise Price, the Option Period and the number of French Options granted to French Eligible  Participants shall not be modified once the French Options have been granted, except in cases  which are authorized or compulsory under French Law.  The French Exercise Price and the number of the Shares purchased under the French  Share Option Sub Plan shall only be adjusted upon the occurrence of the events provided for  under Article L. 225-181 of the French Commercial Code. Any such adjustments shall be made  in accordance with French Law.  Section 11. Availability of Shares  The Company shall at any time hold a number of treasury Shares in excess of the number  of French Options giving right to purchase existing Shares of the Company that are exercisable  pursuant to the French Share Option Sub Plan.  





 






5    WEIL:\98524404\1\80509.0007    Section 12. Reporting Requirements  The French Subsidiaries of the Company shall comply with the reporting requirements  set forth by Article 38 septdecies of Annex III of the French Tax Code.  In particular, before March 1st of the year following the year of exercise of French  Options by a French Participant, the relevant French Subsidiary shall send (or cause to be sent)  to the French Participant and to the French tax authorities an individual report providing for, in  particular, the Date of Grant, the Date of Exercise, the number of Shares purchased by the  French Participant, the French Exercise Price, the value of the Shares at the Date of Exercise  and, if the French Exercise Price is less than 95% of the average of the closing trading prices of a  Share during the twenty (20) trading days preceding the Date of Grant or of the average purchase  price of the treasury Shares held by the Company on the Date of Grant, the amount of the  difference between (i) 95% of the higher of the average of the closing trading prices of a Share  during the twenty (20) trading days preceding the Date of Grant and the average purchase price  of the treasury Shares held by the Company on the Date of Grant and (ii) the French Exercise  Price.    Section 13. Effective Date – Duration of the French Share Option Sub Plan   The French Share Option Sub Plan shall be effective as of March 25, 2022, the Board  approval date of the French Share Option Sub Plan (the “French Effective Date”).  The expiration date of the French Share Option Sub Plan shall be the sooner of (i) the  expiration date of the Plan and (ii) the sixth anniversary of the French Effective Date if the  Common Share is not listed on NYSE or NASDAQ or on any other similar regulated stock  exchange. No French Options shall be granted under the French Share Option Sub Plan  thereafter.  Section 14. Administration of the French Share Option Sub Plan - Amendments  Articles 3.2 and 15.2 of the Plan shall authorize the Committee to modify the key terms  and conditions of the French Options after the Date of Grant, it being specified that the  Committee shall have the sole and plenary authority after the Date of Grant to establish, amend,  suspend, or waive any rules and regulations in accordance with French Law and appoint  delegates as the Committee shall deem appropriate for the proper administration of the Plan.  Any amendment of this French Share Option Sub Plan made according to Articles 3.2  and 15.2 of the Plan shall be made in accordance with French Law.  Section 15. Award Agreement  The Award Agreement described in Article 5.3 (“Award Agreements”) of the Plan shall  in particular indicate (i) the number of French Options, (ii) the French Exercise Price and (iii) the  Date of Grant.  





 






6    WEIL:\98524404\1\80509.0007  Section 16. Governing Law  This French Share Option Sub Plan shall be governed by and construed in accordance  with the internal laws of the State of Delaware.