Exhibit 10.10


 








 


RULES


 


OF


 


THE RENTOKIL INITIAL PLC DEFERRED BONUS PLAN


 


	 	Board Adoption:	 	22 February 2018	 
	 	 	 	 	 
	 	Amended by the Committee:	 	23 February 2022	 
	 	 	 	 	 
	 	Expiry Date:	 	22 February 2028	 




 








 






     


     


    

 


Contents


 


	1.	Meaning of words used	1
	 	 	 
	2.	Granting Awards	3
	 	 	 
	3.	Phantom Awards	5
	 	 	 
	4.	Dividend Equivalents	5
	 	 	 
	5.	Other terms applicable to Awards	6
	 	 	 
	6.	Vesting and exercise of Awards - general rules	6
	 	 	 
	7.	Satisfaction of Awards	7
	 	 	 
	8.	Leavers	9
	 	 	 
	9.	Company events	9
	 	 	 
	10.	Exchange of Awards	10
	 	 	 
	11.	Variations in share capital	11
	 	 	 
	12.	Clawback and reduction for Malus	11
	 	 	 
	13.	General	13
	 	 	 
	14.	Administration	15
	 	 	 
	15.	Changing the Plan and termination	15
	 	 	 
	16.	Governing law, jurisdiction and language	16




 









    Rentokil Initial plc
                                                                                      – Deferred Bonus Plan Rules
(i)


     


    

 


Rentokil Initial plc – Deferred Bonus
Plan


 


	1.	Meaning of words used



 


	1.1	In these rules:



 


“Acquiring Company” means a person who
obtains Control of the Company;


 


“Award” means a Conditional Award or an
Option or, where relevant, a Phantom Award;


 


“Award Certificate”
means a certificate issued to a Participant pursuant to rule 2.10 (Issue of Award Certificate);


 


“Board” means the board of directors of
the Company or a duly authorised committee of it;


 


“Bonus” means a discretionary
bonus payable to an Employee by a Member of the Group under a Bonus Plan for a particular Financial Year;


 


“Bonus Plan” means
any discretionary cash bonus arrangement or plan operated by a Member of the Group from time to time;


 


“Business Day” means
a day on which the London Stock Exchange is open for the transaction of business;


 


“Clawback” means the provisions contained
in rule 12 (Clawback and reduction for Malus);


 


“Committee” means
the Remuneration Committee of the Board or such other committee comprising a majority of non-executive directors of the Company to which
the Board delegates responsibility for overseeing the operation of the Plan;


 


“Company” means Rentokil Initial plc;


 


“Conditional Award” means a conditional
right to acquire Shares granted under the Plan;


 


“Control” means the
power of a person to secure by means of the holding of shares or the possession of voting power or by virtue of any powers conferred by
any articles of association or other document, that the affairs of a body corporate are conducted in accordance with the wishes of that
person;


 


“Cross-clawback” means the provision contained
in rule 12.4 (Cross-clawback);


 


“Dealing Restrictions”
means any applicable restriction or restrictions on dealings or transactions in securities imposed by:


 


		(i)	any rules, statutory requirements, orders, legal or regulatory code, provision or rule or other requirement
or guidance; and/or



 


		(ii)	any code adopted or established by the Company in addition or replacement to (i) above, 



 


in each case in force, and as amended
or replaced, from time to time;


 


“Dividend Equivalents”
means an amount equal to the dividend per Share (other than special dividends) for the record date(s) which fall between the Grant
Date and the date the Award Vests or is exercised, as applicable, multiplied by the number of Shares in respect of which the Award has
Vested or is exercised (as appropriate);


 


“Employee” means any employee or executive
director of any Member of the Group;


 






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“Exercise
Period” means the period during which an Option may be exercised, commencing on Vesting, and ending on the 10th
anniversary of the Grant Date or such earlier date determined by the Committee and specified in the relevant Award Certificate or otherwise
determined in accordance with this Plan;


 


“Financial Year” means a financial year of the Company;


 


“Grant Date” means the date on which an Award is
granted;


 


“ITEPA” means the UK Income Tax (Earnings and Pensions)
Act 2003;


 


“London Stock Exchange” means London Stock Exchange
plc or its successor;


 


“Malus” means the provisions contained in rule 12
(Clawback and reduction for Malus);


 


“Market Value” means, on any date when Shares are
listed on the London Stock Exchange:


 


		(i)	the mid-market closing price of a Share on the London Stock Exchange for the preceding Business Day; or



 


		(ii)	if the Committee so determines, the average of the mid-market closing prices of a Share on the London
Stock Exchange for such number of preceding Business Days as the Committee determines,



 


or, on any date where the Shares are not so listed,
the market value of a Share as determined by the Committee;


 


“Member of the Group” means
the Company and its Subsidiaries from time to time, and “Group” will be construed accordingly;


 


“New Award” means an award
which satisfies the requirements of rule 10.2 (Requirements for a New Award);


 


“Option” means a right granted
as an option to acquire Shares granted under, and exercisable in accordance with, the Plan;


 


“Participant” means a person
holding or who has held an Award or, where applicable, that person’s personal representatives;


 


“Phantom Award” means a conditional
right granted under the Plan to receive a cash sum in the future that is linked to the Market Value of a number of notional Shares;


 


“Plan” means the plan constituted
by these rules and known as the Rentokil Initial plc Deferred Bonus Plan, as changed or amended from time to time;


 


“Policy” means the Company’s
Directors’ Remuneration Policy as approved by shareholders at that time;


 


“Share” means a fully paid ordinary share in the
capital of the Company;


 


“Subsidiary” means a company
which is a subsidiary of the Company within the meaning of section 1159 of the UK Companies Act 2006;


 


“Taxation” means any tax and
social security charges (and/or any similar charges), wherever arising, in respect of a Participant’s Award or otherwise arising
in connection with participation in the Plan;


 






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“Tax Election” means
an election for a particular tax and/or social security treatment in respect of an Award or the Shares acquired pursuant to it (which
may include a joint election under Chapter 2 of Part 7 of ITEPA or an overseas equivalent);


 


“UK” means the United Kingdom;


 


“Vesting”
means:


 


		(i)	in relation to a Conditional Award, a Participant becoming entitled to have the Shares underlying the
Award delivered to the Participant;



 


		(ii)	in relation to a Phantom Award, a Participant becoming entitled to be paid a cash sum with a value equal
to the Market Value of the notional Shares subject to the Award; and



 


		(iii)	in relation to an Option, a Participant becoming entitled to exercise
that Option,



 


and “Vest” and “Vested”
will be construed accordingly; and


 


“Vesting Date” means
the date specified in the Award Certificate as being the date that the Award is expected to Vest, which will normally be three years after
the relevant Grant Date.


 


	1.2	Interpretation



 


In this Plan, the singular includes
the plural and vice versa. References to any enactment or statutory requirement will be construed as references to that enactment or requirement
as from time to time amended, modified or re-enacted and include any subordinate legislation made under it.


 


	2.	Granting Awards



 


	2.1	Voluntary deferral of Bonus



 


The Committee will decide whether, and
to what extent, any Bonus may be voluntarily deferred through the grant of an Award in respect of any Financial Year.


 


	2.2	Mandatory deferral of Bonus



 


The extent to which a Bonus will be mandatorily deferred
(if at all) will be:


 


		2.2.1	to the extent an Employee is required by the Policy to defer that Bonus, in accordance with the terms
of that Policy; and



 


		2.2.2	in all other cases, as determined by the Committee and communicated to the relevant Employee.



 


	2.3	Eligibility



 


To be eligible to be granted an Award,
an individual must be an Employee at the Grant Date and all or part of the Employee’s Bonus is to be deferred through the grant
of an Award.


 


	2.4	Operation



 


The Committee has absolute discretion
to decide whether the Plan will be operated and those eligible Employees to whom Awards will be granted.


 






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	2.5	Amount of Award



 


The number of Shares comprised in an
Award will have an aggregate Market Value (measured at the Grant Date) which is, as close as practicable, equal to the amount of the Bonus
that is to be deferred through the grant of an Award.


 


	2.6	Cash payment of small amount



 


Where the amount of a Bonus that would
otherwise be deferred through the grant of an Award is not, in the opinion of the Committee, sufficiently large to justify the grant of
an Award, the Committee may decide not to grant an Award on that occasion and may instead pay the entirety of the Bonus in cash in accordance
with the terms of the relevant Bonus Plan.


 


	2.7	Grant of Awards



 


Awards will be granted by the Company by deed.


 


	2.8	Timing of grant



 


Awards may only be granted within 42 days commencing on any
of the following:


 


		2.8.1	the day the Committee of the Company adopt the Plan;



 


		2.8.2	the Business Day following the announcement (or, where there is no announcement, publication) of the Company’s
results for the last preceding Financial Year, half year or other period; or



 


		2.8.3	if Dealing Restrictions prohibited the making of an Award within any period as mentioned in rules 2.8.1
or 2.8.2, the date that all such Dealing Restrictions cease to apply.



 


Notwithstanding rules 2.8.1 to
2.8.3, but subject to Dealing Restrictions, Awards may be granted at any time where the Committee resolves that exceptional circumstances
exist which justify the grant of Awards.


 


	2.9	Administrative errors



 


If the Committee purports to grant an
Award which is inconsistent with this Plan, the Award will take effect only to the extent permissible under the provisions of this Plan.


 


	2.10	Issue of Award Certificate



 


As soon as practicable after an Award
has been made, the Committee will issue or will procure the issue of an Award Certificate to each Participant. The Award Certificate may
be sent by email or other electronic means.


 


	2.11	Form of Award Certificate



 


An Award Certificate will be in a form approved by the Committee
and must specify:


 


		2.11.1	the Grant Date;



 


		2.11.2	the form of Award;



 


		2.11.3	the number of Shares subject to the Award;



 


		2.11.4	in the case of an Option, the Exercise Period;



 


		2.11.5	the Vesting Date;



 






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		2.11.6	where relevant:



 


		(i)	that the Award carries the right to Dividend Equivalents; and



 


		(ii)	whether the Dividend Equivalents are determined by reference to the period commencing on the Grant Date
and ending on the Vesting Date or ending on the exercise of the Award, and for executive directors of the Company Dividend Equivalents
will be determined in accordance with the relevant Policy;



 


		2.11.7	where relevant, that Malus and/or Clawback applies to the Award;
and



 


		2.11.8	where the Committee requires it, that the Participant will enter
into a Tax Election.



 


	2.12	No payment



 


Participants are not required
to pay for the grant of any Award.


 


	2.13	Acceptance of Award



 


The Committee may require a Participant
to accept an Award by delivering a duly completed acceptance notice in a form and manner (which may be electronic), and by such date as,
determined by the Committee, and to the extent the Participant does not do so, the Award may lapse.


 


	2.14	Liability for Taxation



 


By participating in the Plan, a Participant
agrees to be responsible for and to bear any liability for Taxation.


 


	3.	Phantom Awards



 


	3.1	Grant of Phantom Awards



 


The Committee may from time to time
choose to grant an Award as a Phantom Award. A Phantom Award will not confer any right on the relevant Participant to receive Shares or
any interest in Shares.


 


	3.2	Application and interpretation of the Plan



 


Where an Award is granted as a Phantom
Award, the provisions of this Plan will be interpreted and applied to reflect the fact that Phantom Awards are granted in respect of notional
Shares only and are satisfied in cash rather than Shares.


 


	4.	Dividend Equivalents



 


	4.1	Application of rule



 


When granting an Award the Committee
may determine on or before the Grant Date that an Award is to carry the right to Dividend Equivalents.


 


	4.2	Satisfaction of Dividend Equivalents



 


Any Dividend Equivalent may be
satisfied in cash or in such whole number of Shares (rounded up to the nearest whole number) as has a Market Value at the date the
Award Vests or the date the Award is exercised (as applicable) as nearly as practicable equal to that amount. Subject to
rules 7.4 (Delivery - Dealing Restrictions) and 7.8 (Withholding), the cash will be paid, or Shares delivered, in satisfaction
of any Dividend Equivalents as soon as reasonably practicable following Vesting or exercise (as appropriate).


 






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	5.	Other terms applicable to Awards



 


	5.1	No transfer



 


A Participant may not transfer, assign,
charge or otherwise dispose of an Award or any rights in respect of it. If the Participant does, whether voluntarily or involuntarily,
then it will immediately lapse. This rule does not apply to the transmission of an Award on the death of a Participant to the personal
representatives.


 


	5.2	Bankruptcy



 


A Participant’s Award will lapse
where the Participant becomes bankrupt or enters into a compromise with creditors generally.


 


	6.	Vesting and exercise of Awards - general rules



 


	6.1	Vesting - rounding up



 


If, due to the application of any term
of the Award, an Award would otherwise Vest over a fraction of a Share, the number of Shares in respect of which the Award will Vest will
be rounded up to the nearest whole number.


 


	6.2	Timing of Vesting - general



 


Subject to rules 6.3 (Timing of
Vesting - Dealing Restrictions), 6.4 (Timing of Vesting - investigation), 8 (Leavers) and 9 (Company events), an Award will Vest on the
relevant Vesting Date.


 


	6.3	Timing of Vesting - Dealing Restrictions



 


Where an Award would otherwise Vest at a time when Dealing
Restrictions would prohibit:


 


		6.3.1	in the case of an Option, the exercise of such Option;



 


		6.3.2	the delivery, or procurement of the delivery, of Shares or cash (as appropriate) to the Participant; and/or



 


		6.3.3	the Participant from selling Shares to discharge any liability
for Taxation, where relevant, 



 


such Award will not Vest until all such Dealing Restrictions cease to apply.


 


	6.4	Timing of Vesting - investigation



 


Notwithstanding any other provision
of this Plan, if an investigation commences or is ongoing regarding whether Malus and/or Cross-clawback should be invoked in respect of
a Participant then, unless otherwise determined by the Committee, any unvested Awards held by that Participant will not Vest until after
such investigation has been concluded.


 


	6.5	Process for exercise of an Option



 


A Participant may exercise an Option
at any time (other than when prohibited by Dealing Restrictions) during the Exercise Period by giving notice to the Company, or to such
other person as the Committee specifies, in a form and manner specified by the Committee (which may be electronic).


 






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Such notice must indicate the number of Shares in respect
of which the Option is being exercised on that occasion.


 


The exercise of the Option is effective on the date of receipt
by or on behalf of the Company of the notice.


 


A Participant is not required to pay for the acquisition
of Shares or cash pursuant to the Option.


 


	6.6	Part exercise of an Option



 


An Option may be exercised in whole or in part and on more
than one occasion.


 


	6.7	Limits on exercise of an Option



 


A Participant’s notice to exercise an Option may only
take effect to the extent it is consistent with the Participant’s rights under an Option and the provisions of this Plan.


 


	6.8	Automatic exercise of an Option



 


The Company will be deemed to have received a valid notice
of exercise, immediately before the expiry of the Exercise Period, for any Options that remain otherwise exercisable but have not been
exercised on the last day of the Exercise Period.


 


If the last day of the Exercise Period is at a time when
Dealing Restrictions would prohibit:


 


		6.8.1	the exercise of such Option; and/or



 


		6.8.2	the delivery, or procurement of the delivery, of Shares or cash (as appropriate) to the Participant; and/or



 


		6.8.3	the Participant from selling Shares to discharge any liability
for Taxation, where relevant,



 


the Exercise Period will be extended to the first Business
Day on which all such Dealing Restrictions cease to apply and the notice will instead be deemed to be delivered on such Business Day.


 


	6.9	Lapse of Awards



 


To the extent an Award lapses under the Plan, it may not
Vest or be exercised (as appropriate) subsequently under any other provision of this Plan.


 


	7.	Satisfaction of Awards



 


	7.1	Delivery - general



 


Subject to the other provisions of this rule 7 (Satisfaction
of Awards), where an Award Vests and, in the case of an Option, is validly exercised, as soon as reasonably practicable after such Vesting
or exercise, as appropriate, and usually within 30 days, the Committee will arrange for:


 


		7.1.1	in respect of a Conditional Award or Option, the delivery to the Participant of the number of Shares in
respect of which the Award has Vested or been exercised, as appropriate, on that occasion; or



 


		7.1.2	in respect of a Phantom Award, the delivery of a cash sum equal to the aggregate Market Value of such
number of notional Shares in respect of which the Award has Vested on that occasion.



 






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	7.2	Delivery - investigation



 


Notwithstanding any other provision
of this Plan, if an investigation commences or is ongoing regarding whether Malus, Clawback and/or Cross-clawback should be invoked in
respect of a Participant then, unless otherwise determined by the Committee, any Vested (and, in the case of an Option, unexercised) but
as yet unsatisfied Awards held by that Participant will not be satisfied until after such investigation has been concluded.


 


	7.3	Delivery - nominee



 


Shares may be delivered to a nominee
on behalf of the Participant, provided that the Participant is the beneficial owner of the Shares.


 


	7.4	Delivery - Dealing Restrictions



 


If the delivery, or the procurement
of the delivery, of Shares or cash (as appropriate) would be prohibited by Dealing Restrictions, delivery will not occur until after such
time as all such Dealing Restrictions cease to apply.


 


	7.5	Source of Shares



 


Awards may only be satisfied using Shares purchased in the
market.


 


	7.6	Shareholder rights



 


Where Shares are transferred on the
Vesting of a Conditional Award or the exercise of an Option, the Participant will be entitled to all rights attaching to the Shares by
reference to a record date on or after the transfer date. The Participant will not be entitled to voting, dividend or other rights before
that date.


 


	7.7	Alternative ways to satisfy Awards



 


The Committee may decide to satisfy
an Award by paying an amount equal to the aggregate Market Value of the Shares in respect of which the Award has Vested or been exercised
(as appropriate) in cash (subject to rule 7.8 (Withholding)).


 


The Committee may decide to satisfy
an Award (or part of it) by reducing the number of Shares to which the Participant would otherwise be entitled under the Plan, with the
reduction instead being paid as an equivalent amount in cash (subject to rule 7.8 (Withholding)).


 


	7.8	Withholding



 


Any Member of the Group or the trustee
of any employee benefit trust may withhold such amounts and make such arrangements as it considers necessary or desirable to meet any
liability to pay or account for Taxation.


 


The arrangements referred to in this
rule 7.8 (Withholding) may include deductions from any cash payment owed to the Participant and/or the sale of Shares acquired on
Vesting or exercise (as appropriate) of the Participant’s Award on behalf of the Participant and the retention of all or part of
the sale proceeds to meet such liability.


 






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	8.	Leavers



 


	8.1	Leavers - before Vesting



 


If a Participant ceases to be employed within the Group before
the Award has Vested, the Award will:


 


		8.1.1	continue until the normal time of Vesting under the provisions of this Plan, unless the Committee determines in its absolute discretion
that Vesting will be accelerated;



 


		8.1.2	in the case of the Participant’s death, Vesting will
be accelerated;



 


		8.1.3	in the case of an Option, the Exercise Period will end 6 months (12 months in the case of the Participant’s
death (or up 24 months in the case of death, if determined by the Committee)) after Vesting; and



 


		8.1.4	Vest in full.



 


	8.2	Leavers - after Vesting



 


If a Participant ceases to be employed within the Group after
the Award has Vested but before the Award has been satisfied or exercised, the Award will:


 


		8.2.1	continue in accordance with the provisions of this Plan;
and



 


		8.2.2	in the case of an Option, the Exercise Period will end 6 months (12 months in the case of the Participant’s
death (or up 24 months in the case of death, if determined by the Committee)) after the date the Participant ceases to be employed within
the Group.



 


	8.3	Meaning of “ceases to be employed within the Group”



 


For the purposes of this rule 8 (Leavers), a Participant
will not be treated as ceasing to be employed within the Group until ceasing to hold any office or employment with any Member of the Group.


 


For the purposes of this rule 8 (Leavers), “Member
of the Group” and “Group” includes any associated company nominated for this purpose by the Committee.


 


	9.	Company events



 


	9.1	Company events - extent of Vesting



 


If this rule 9.1 (Company events - extent of Vesting)
applies to an Award, it will Vest and in the case of an Option may be exercised, in full. To the extent the Participant’s Award
does not Vest, or is not exchanged in accordance with rule 10 (Exchange of Awards) it will then lapse.


 


	9.2	Takeovers



 


Where a person obtains Control of the Company as a result
of making an offer to acquire Shares, an Award will Vest on the date the person obtains Control in accordance with rule 9.1 (Company
events - extent of Vesting).


 


	9.3	Bound or entitled



 


Where a person becomes bound or entitled to acquire
shares in the Company under sections 979 to 982 or 983 to 985 of the UK Companies Act 2006 (inclusive), Awards will Vest on the date
the person becomes so bound or entitled in accordance with rule 9.1 (Company events - extent of Vesting).


 






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	9.4	Scheme of arrangement



 


When a court sanctions a compromise
or arrangement under section 899 CA, Awards will Vest on the date of the court sanction in accordance with rule 9.1 (Company events
- extent of Vesting).


 


	9.5	Winding up



 


If notice is given of a resolution for the voluntary
winding-up of the Company, Awards will Vest on the date the notice is given in accordance with rule 9.1 (Company events -
extent of Vesting).


 


	9.6	Persons acting in concert



 


For the purposes of this rule 9
(Company events) and rule 10 (Exchange of Awards), a person will be treated as obtaining Control of the Company if that person and
others acting in concert together obtain Control of it.


 


	9.7	Exercise of Options



 


A Participant may exercise an Option,
to the extent it Vests pursuant to this rule 9 (Company events) or has already Vested, within the period of 1 month (or such other
period as may be specified by the Committee) starting from the date of the relevant event pursuant to this this rule 9 (Company events)
and, unless the Committee determines otherwise, to the extent that the Participant’s Option has not then lapsed or been exercised
in accordance with the provisions of the Plan, it will be deemed to be exercised by the Participant to the fullest extent possible on
the Business Day immediately prior to the expiry of such period (subject to the provisions of rule 6.8 (Automatic exercise of an
Option).


 


	9.8	Meaning of Committee



 


For the purposes of this rule 9
(Company events) and rule 10 (Exchange of Awards), “Committee” means those people who were members of the Remuneration
Committee or such other committee of the Board immediately before the relevant event.


 


	10.	Exchange of Awards



 


	10.1	When Awards may be exchanged



 


Where an event as specified in rules 9.2
(Takeovers) 9.3 (Bound or entitled) or 9.4 (Scheme of arrangement) occurs and:


 


		10.1.1	the Participant has agreed with the Acquiring Company, to
exchange an Award for a New Award; or



 


		10.1.2	the Acquiring Company consents and substantially all the
shareholders of the Company immediately before the relevant event has occurred will continue to have Control of the Company immediately
thereafter,



 


that Award (or, in the case of rule 10.1.2,
all Awards) will not Vest under rules 9.2 (Takeovers), 9.3 (Bound or entitled) or 9.4 (Scheme of arrangement), as appropriate, but
will be exchanged for New Awards.


 






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	10.2	Requirements for a New Award



 


Where a Participant is granted a New Award in exchange for
an existing Award, the New Award:


 


		10.2.1	must confer a right to acquire shares in the Acquiring Company
or another body corporate determined by the Acquiring Company, where relevant;



 


		10.2.2	must be substantially equivalent to the Award;



 


		10.2.3	is treated as having been acquired at the same time as the
Award and Vests, is exercisable and lapses in the same manner and at the same time;



 


		10.2.4	unless the Committee decides otherwise, must be subject to
any conditions (including Malus and, where relevant, Clawback), which are, so far as possible, equivalent to any conditions applicable
to the Award; and



 


		10.2.5	is governed by the Plan as if references to Shares were references to the shares over or in respect
                                                                                    of which the New Award is granted and references to the Company were references to the Acquiring Company or the body corporate
                                                                                    determined under rule 10.2.1.



 


	11.	Variations in share capital



 


	11.1	Adjustments to Awards



 


If there is:


 


		11.1.1	a variation in the equity share capital of the Company, including
a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;



 


		11.1.2	a demerger (in whatever form) or exempt distribution by virtue
of section 1075 of the UK Corporation Tax Act 2010;



 


		11.1.3	a special dividend or distribution; or



 


		11.1.4	any other transaction which will materially affect the value
of Shares,



 


the Committee may adjust the number
or class of Shares subject to an Award in such manner as the Committee may consider appropriate.


 


	11.2	Notice to Participants



 


The Committee will notify Participants
of any adjustment made under this rule 11 (Variations in share capital).


 


	12.	Clawback and reduction for Malus



 



	12.1	Application of rule



 


This rule 12 (Clawback and reduction
for Malus) will apply to an Award where specified in the Award Certificate pursuant to rule 2.11 (Form of Award Certificate).


 


The Board may, in its absolute discretion
determine at any time prior to the date on which an Award Vests to reduce the number of Shares or amount of cash (as appropriate) to which
an Award relates; cancel an Award; or impose further conditions on an Award (Malus), in circumstances in which the Board considers such
action is appropriate.


 






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The Board may, in its absolute discretion
determine that there are circumstances that justify a reduction in respect of one or more Awards that have Vested and that the Participant
should repay to the Company (Clawback) an amount equal to the benefit, calculated on an after-tax basis, received by the Participant from
such Award, provided that the Board may, at its discretion, determine that a lesser amount should be repaid.


 


The Board may not exercise its discretion
to apply Clawback more than two years after an Award has Vested or such longer period as the Committee considers is appropriate and has
been notified to the Participant.


 


	12.2	Malus and Clawback triggers



 


The circumstances referred to in this
rule 12.2 (Malus and Clawback triggers) include, but are not limited to:


 


		12.2.1	A material misstatement of the Company’s audited results;
or



 


		12.2.2	Serious reputational damage or loss to the Company, any Group
company or a relevant business unit as a result of the Participant’s serious misconduct or otherwise.



 


	12.3	Recovery



 


The Committee may in its discretion
choose any method to recover the amount from the Participant, including (but not limited to):


 


		12.3.1	requiring the Participant to make a payment in cash or shares
to, or to the order of, the Company or such person as the Committee decides;



 


		12.3.2	reducing (including to nil) the Vesting of any of the Participant’s
unvested Awards, or the vesting of any unvested share award, share option or cash award granted to the Participant under any other employee
share plan operated by any Member of the Group (except any plan intended to comply with Schedules 2, 3 or 4 of ITEPA);



 


		12.3.3	reducing the number of Shares or amount of cash (as appropriate)
which may be acquired by the Participant in respect of any Vested but as yet unsatisfied Award, or the number of shares or amount of
cash (as appropriate) which may be acquired by the Participant in respect of a vested but as yet unsatisfied share award, share option
or cash award granted to the Participant under any other employee share plan operated by any Member of the Group (except any plan intended
to comply with Schedules 2, 3 or 4 of ITEPA);



 


		12.3.4	reducing the amount of or deducting an amount from any current
or future salary, cash bonus or other payments that would otherwise be payable to the Participant; and/or



 


		12.3.5	reducing the value of any shares or cash over which a future
Award or share award, share option or cash award under any other employee share plan operated by any Member of the Group (except any
plan intended to comply with Schedules 2, 3 or 4 of ITEPA) is granted to the Participant.



 


	12.4	Cross-clawback



 


The Committee may decide at any
time that an Award will lapse in respect of all or a number of Shares or amount of cash (as appropriate) to give effect to a
clawback provision of any form contained in any employee share plan (other than this Plan) or Bonus Plan operated by any Member of
the Group. The extent to which an Award will lapse will be in accordance with the terms of the clawback or cross-clawback provision
in the relevant plan or, in the absence of any such term, on such basis as the Committee considers appropriate.


 






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	12.5	Notification to the Participant



 


A Participant must be notified as soon
as reasonably practicable if a Malus or Clawback have been invoked.


 


	12.6	Obligations of the Participant



 


A Participant will provide any information,
documentation and undertakings and take all actions that the Committee reasonably believes it may require in connection with this rule 12
(Clawback and reduction for Malus).


 


	13.	General



 


	13.1	Dealing Restrictions



 


Each relevant person will have regard
to Dealing Restrictions when (in each case, as appropriate) operating, interpreting, administering, participating in and taking any and
all such other action in relation to, or contemplated or envisaged by, the Plan.


 


	13.2	Terms of employment



 


For the purposes of this rule 13.2
(Terms of employment), “Employee” means any employee or executive director (existing or former) of a Member of the
Group (existing or former).


 


This rule 13.2 (Terms of employment)
applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination
is lawful.


 


Nothing in the provisions of the Plan,
or the operation of the Plan, forms part of the contract of employment of an Employee. The rights and obligations arising from the employment
relationship between the Employee and the relevant Member of the Group are separate from, and are not affected by, the Plan. Participation
in the Plan does not create any right to, or expectation of, continued employment.


 


No Employee has a right to participate
in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation
of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.


 


The terms of the Plan do not entitle
the Employee to the exercise of any discretion in the Employee’s favour.


 


The Employee will have no claim or right
of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee, even if it is unreasonable,
irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between
the Employee and employer.


 


No Employee has any right to compensation
or damages for any loss (actual or potential) in relation to the Plan, including any loss in relation to:


 


		13.2.1	any loss or reduction of rights or expectations under the Plan
in any circumstances (including lawful or unlawful termination of employment);



 


		13.2.2	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; or



 






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



 


By participating in the Plan, a Participant:


 


		13.2.1	accepts all the provisions of this Plan, including this rule 13.2
(Terms of employment); and



 


		13.2.2	waives all rights which might otherwise arise in connection
with the Plan, other than the right to acquire Shares or cash (as appropriate) subject to and in accordance with the express terms of
the Plan,



 


in consideration for, and as a condition of, the grant of
an Award.


 


	13.3	Not pensionable



 


None of the benefits received under the Plan are pensionable.


 


	13.4	Costs



 


The Company and/or any Subsidiary will pay the costs of introducing
and administering the Plan.


 


	13.5	Data protection



 


Personal
data will be processed in accordance with the Company Data Privacy Notice available on the Company’s website at www.rentokil-initial.com
or as otherwise advised by the Company.


 


	13.6	Consents



 


All transfers of Shares will be subject
to the Company’s Articles of Association and any necessary consents under any relevant enactments or regulations for the time being
in force in the UK or elsewhere. The Participant will be responsible for complying with any requirements that need to be fulfilled in
order to obtain or avoid the necessity for any such consent.


 


	13.7	Notices



 


Any notice or communication to be given
to any Employee or Participant may be delivered by electronic mail (including on an intranet, portal or by SMS text message), or personally
delivered or sent by ordinary post to such address as the Company considers appropriate.


 


Any notice or communication to be given
to the Company or its duly appointed agent may be delivered or sent to its registered office or such other place and by such means as
the Company or its appointed agent may specify and notify to Employees and/or Participants.


 


Notices or communications sent electronically
will be deemed to have been received at the time of transmission unless there is evidence to the contrary. Notices or communications personally
delivered will be deemed to have been received upon delivery and those sent by post will be deemed to have been received 24 hours after
posting nationally and 3 days after posting internationally.


 


	13.8	Third party rights



 


Except as otherwise expressly stated
to the contrary, nothing in the Plan confers any benefit, right or expectation on a person who is not a Participant or a Member of the
Group. No such third party has any rights under the UK Contracts (Rights of Third Parties) Act 1999 or any equivalent local legislation
to enforce any term of this Plan.


 






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	14.	Administration




 


	14.1	Committee’s powers



 


The Committee will administer the Plan.
The Committee has authority to make rules and regulations for the administration of the Plan. The Committee may delegate all or any
of its rights and powers under the Plan.


 


	14.2	Provisions of the Plan



 


If any provision of the Plan is held
to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, for the purposes of that jurisdiction:


 


		14.2.1	such provision will be treated as severed; and



 


		14.2.2	the remainder of the provisions of the Plan will continue in
full force and effect as if the Plan had been established without the inclusion of the severed provision,



 


unless the Committee determines otherwise.


 


	14.3	Committee’s decisions final and binding



 


All determinations or decisions of the
Committee are final and binding in all respects. If any question or dispute arises as to the interpretation of the Plan, any rules, regulations
or procedures relating to the Plan and/or in relation to an Award or any other matter relating to the Plan, the decision of the Committee
will be conclusive.


 


	15.	Changing the Plan and termination




 


	15.1	Committee’s powers



 


Except as described in the rest of this
rule 15 (Changing the Plan and termination), the Committee may at any time change the Plan in any way.


 


	15.2	Participant consent



 


If the Committee proposes an amendment
to the Plan which would be to the material disadvantage of Participants in respect of subsisting rights under the Plan, then:


 


		15.2.1	the Committee must invite each so disadvantaged Participant
to indicate whether or not they approve the amendment; and



 


		15.2.2	such amendment will only take effect in respect of subsisting
rights under the Plan if the majority of the Participants who make such an indication approve the amendment.



 


	15.3	Notice



 


The Committee may (but is not obliged
to) give written notice of any changes made to the Plan to any Participant affected.


 


	15.4	Termination of the Plan



 


No Award may be granted more than 10
years after the day the Committee adopts the Plan but the Committee may terminate the Plan at any earlier time. Termination will not affect
subsisting rights under the Plan.


 






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	16.	Governing law, jurisdiction and language



 


The laws of England and Wales govern the Plan
and all Awards and their construction. The courts of England and Wales have non-exclusive jurisdiction in respect of disputes arising
under or in connection with the Plan or any Award.


 


In relation to the Plan and any documents relating
to or concerning it, the English language version of the documents will prevail, so that if there is any conflict between the terms or
provisions of a document in English and the same document in another language, the document in English will take precedence.


 






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