**RULES OF THE RANDGOLD RESOURCES LIMITED RESTRICTED SHARE SCHEME****CONTENTS**     **CLAUSE** **PAGE**1. DEFINITIONS  1 2. COMMENCEMENT AND TITLE  5 3. GRANT OF AWARDS  6 4. SCHEME LIMITS  6 5. INDIVIDUAL LIMIT  7 6. NON-ASSIGNABILITY OF AWARDS  7 7. EXERCISE PRICE OF AN OPTION  7 8. EXERCISE OF OPTIONS AND VESTING OF ALLOCATIONS  7 9. LAPSE  8 10. MANNER OF EXERCISE OR VESTING  9 11. RECONSTRUCTION, TAKEOVER OR LIQUIDATION  11 12. CAPITAL REORGANISATION  12 13. EMPLOYMENT RIGHTS  13 14. ADMINISTRATION AND AMENDMENT  13 15. DATA PROTECTION  15 16. EXCLUSION OF THIRD PARTY RIGHTS  15 17. TERMINATION  15 18. GOVERNING LAW  15 
 

 
**RULES OF THE RANDGOLD RESOURCES LIMITED RESTRICTED SHARE SCHEME**1. **DEFINITIONS**   In these Rules (unless the context otherwise requires) the following words and phrases havethe following meanings:   **“Admitted”**means admitted to the official list maintained by the FSA and admitted totrading on the London Stock Exchange’s market for listed securities;   **“Allocation”**means a conditional award of a specified number of Shares;   **“Announcement Date”**means any date on which the results of the Group for the last precedingfinancial period or half-period are announced;   **“Associated Company”**has the meaning givento it in section 416 of the Income andCorporation Taxes Act 1988;   **“Award”**means any Allocation or Option;   **“Award Tax Liability”**means an amount sufficient to satisfy all taxes, duties, socialsecurity or national insurance contributions and any equivalents or any other amounts whichare required to be withheld or accounted for by a Participant’s Employing Company, theCompany, any Associated Company of the Company or the Trustees in connection with thegrant, holding, exercise and/or vesting of an Award;   **“Base Salary”**means the cash earnings (excluding bonuses) of the office(s) or employment(s)by virtue of which an Eligible Employee is eligible to participate in the Scheme during theperiod of 12 months ending on the relevant Date of Grant or the last accounting period ofthe Company, if greater;   **“Board”**means the board of directors from time to time of the Company (or the directorspresent at a duly convened meeting of such board) or a duly authorised committee of theBoard;   **“Cause”**means: (a) the Participant’s conviction of a plea of *nolo contendere*to any felony ;  (b) the Participant’s gross negligence in the discharge of his duties;  (c) the Participant’s wilful misconduct in the discharge of his duties;  (d) any wilful and material breach of any provisions of the Participant’scontract of employment which breach, if susceptible to cure, is not ended immediatelyupon written notice, or not cured by the Participant within ten (10) business daysfollowing written notice from the Board detailing such breach;  (e) the Participant’s failure to perform his material duties (other than as aresult of his Disability) which is either wilful or deliberately repeated afterwritten notice, or not cured by the Participant within ten (10) business daysfollowing written notice from the Board detailing such failure; or  (f) the Participant’s becoming insolvent or making any arrangement or compositionwith his creditors,  PROVIDED THAT no act or failure to act on the Participant’s part will be considered“wilful” if done, or omitted to be done by the Participant in good faith and in thereasonable belief
 

 
  that his action or omission was in the best interests of the Company, and Cause shall existfrom and after the occurrence of any such event or conduct;  **“Change in Control”**means; (g) a sale by the Company of substantially all of its assets in one transactionor a series of related transactions;  (h) the acquisition by any person, entity, or group (within the meaning ofSection 13(d)(3) of the Securities Exchange Act of 1934 of the United States ofAmerica, as amended) of equity interests in the Company representing thirty-five percent. (35%) or more of the voting power in the Company (including voting powerexercisable on a contingent or deferred basis as well as immediately exercisablevoting power)  (i) a merger or consolidation involving the Company in which holders of theCompany’s equity securities immediately before the merger or consolidation do notimmediately after the merger or consolidation own over fifty per cent. (50%) of thevoting power in the entity surviving the merger or consolidation (including votingpower exercisable on a contingent or deferred basis as well as immediately exercisablevoting power); or  (j) when, at any time during a Participant’s Employment, the individuals whoconstitute the Board of Directors on the date (the **“Commencement Date"**) on which theParticipant commences Employment (the **“Incumbent Directors"**) cease for any reason toconstitute at least a majority thereof; provided, however, that a director who was nota director at the Commencement Date shall be deemed to be an Incumbent Director ifsuch director was elected by, or on the recommendation of or with the approval of atleast a majority of the directors of the Company who then qualified as IncumbentDirectors, either actually (because they were directors on the Commencement Date) orby prior operation of this sub-clause (d), but excluding, as a member of the IncumbentDirectors, any such individual whose initial assumption of office is in connectionwith an actual or threatened election contest relating to the election of thedirectors of the Company (as such terms are used in Rule 14a-2 of Regulation 14Apromulgated under the Securities Exchange Act of 1934 of the United States ofAmerica),  PROVIDED THAT a series of transactions shall be considered related if they occurs within aneighteen month period, but the fact that a series of transactions occur over a periodlonger than eighteen months shall not preclude such transactions from being related;   **“Commencement Date”**means the date on which the Scheme is approved by the Company;   **“Company”**means Randgold Resources Limited, a company incorporated under the laws of Jerseywith registered number 62686;   **“Condition”**means any Performance Condition or any other objective condition determined bythe Board on or prior to the Date of Grant of an Award;   **“Date of Grant”**means the date on which an Award is granted in accordance with Rule 3.1;   **“Dealing Day”**means any day on which the London Stock Exchange is open for the transactionof business;   **“Disability”**means incapacity or circumstances where the Participant is prevented byillness, injury, accident or any other circumstance beyond his control from discharging hismaterial duties under his contract of Employment;
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  **“Eligible Employee”**means any employee (including a director) of any Participating Companywho is required to devote substantially the whole of his working time to his employment oroffice;   **“Employees’ Share Scheme”**has themeaning given to it in section 1166 of the Companies Act2006;   **“Employing Company”**means the Company or any Member of the Group or any Associated Companyof the Company by which the Participant is or, where the context so admits, was employed;   **“Employment”**means office or employment with any Member of the Group;   **“Exercise Price”**means the price at which a Participant may exercise an Option, establishedin accordance with Rule 7;   **“Financial Period”**has the meaning of a period for which a profit and loss account of acompany is made up in accordance with the Companies (Jersey) Law 1991;   **“FSA”**means the Financial Services Authority acting in its capacity as the competentauthority for the purposes of part VI of the Financial Services and Markets Act 2000 of theUnited Kingdom;   **“Good Reason”**means: (k) any material breach by the Company of any of its obligations under aParticipant’s contract of Employment;  (l) the Company requiring the Participant to relocate his primary residence to aplace designated by the Company (it being acknowledged by the Participant that he isrequired to travel on business as needed), except for required travel on Companybusiness;  (m) any material reduction in the Participant’s title, duties, authority orresponsibilities without his consent;  (n) receipt by the Participant of notice from the Company under his contract ofEmployment of the Company’s intention to terminate his Employment without cause; or  (o) the assignment to the Participant without his consent of duties orresponsibilities materially inconsistent with his positions and duties described inhis contract of Employment,  provided that the Participant may not terminate his employment for Good Reason unless hefirst gives the Company written notice specifying the Good Reason (within ninety days afterthe occurrence of the event giving rise to Good Reason in the case of a US Employee) andthe Company does not cure the Good Reason within thirty days after the date of such notice;   **“Group”**means the Company and its Subsidiaries from time to time;   **“Internal Reorganisation”**means any compromise, arrangement or offer (including any Changein Control) which, in the reasonable opinion of the Board, having regard to theshareholdings in the Company and any acquiring company before and after the compromise,arrangement or offer and/or the consideration given for the acquisition of the Sharesand/or any other matter which it considers relevant, is in the nature of an internalreorganisation or reconstruction of the Company;
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  **“London Stock Exchange”**means London Stock Exchange plc or any successor company or bodycarrying on the business of London Stock Exchange plc;   **“Market Value”**means, in relation to a Share on any date: (p) at any time at which the Shares are Admitted, its middle market quotation (asderived from the Daily Official List of the London Stock Exchange) on the Dealing Dayimmediately preceding that date; or  (q) at any time at which the Shares are not Admitted, the Board’s reasonableopinion of the fair market value on the day immediately preceding that date;  **“Member of the Group”**means the Company or any one of its Subsidiaries from time to time;   **“Model Code”**means the Model Code for transactions in securities by directors and certainemployees of listed companies issued by the FSA from time to time (or such other code asmay replace it), as amended from time to time;   **“Option”**means a right to acquire a specified number of Shares at the Exercise Price inaccordance with the Rules;   **“Option Period”**means the period commencing on the latest of: (r) the date on which the Board determines that, the Performance Period havingexpired, any Performance Condition has been satisfied, either in full or in part, inrespect of that period or has been waived;  (s) the date on which the Board determines that any other Condition(s) have beensatisfied or waived; and  (t) the third anniversary of the Date of Grant of an Option or such earlier orlater date as the Board may on or before the Date of Grant determine;  and ending on the day preceding the tenth anniversary of the Date of Grant of an Option orsuch earlier date as the Board may on or before the Date of Grant determine;   **“Participant”**means any individual who has been granted and remains entitled to aSubsisting Award or (where the context admits) the personal representative(s) of any suchindividual;   **“Participating Company”**means any Member of the Group;   **“Performance Condition(s)”**means any condition or conditions relating to the performance ofthe Company and/or the Group and/or personal to the Participant determined by the Board onor prior to the Date of Grant of an Award;   **“Performance Period”**means the period specified by the Board on or prior to the Date ofGrant of an Award in respect of which any Performance Condition is to be measured for thepurpose of determining whether or to what extent the Performance Condition has beensatisfied;   **“Personal Data”**has the meaning given to that term in section 1(1) of the Data Protection(Jersey) Law 2005;   **“Relevant Period”**has the meaning given to that term in Rule 11.1;   **“Rules”**means these rules as from time to time amended in accordance with their provisionsby the Board or by the Company in general meeting;
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  **“Scheme”**means this scheme as governed by the Rules;   **“Share”**means a fully paid ordinary share in the capital of the Company;   **“Subsidiary”**means a subsidiary as defined in section 2 and section 2A of the Companies(Jersey) Law 1991 (as amended);   **“Subsisting Allocation”**means an Allocation to the extent that it has neither lapsed norvested;   **“Subsisting Award”**means a Subsisting Option or a Subsisting Allocation;   **“Subsisting Option”**means an Option to the extent that it has neither lapsed nor beenexercised;   **“Trustees”**means the trustees of any employee benefit trust established by the Company orany other Member of the Group for the benefit of directors and/or employees of the Companyand/or Group;   **“US Employee”**means an Employee who is taxable in the United States on his or her BaseSalary.   **“Vesting Date”**means either: (u) in relation to an Allocation and subject to (b) below and Rule 11.1, thelatest of: (i) the date on which it is determined that, the Performance Periodhaving expired, any Performance Condition has been satisfied, either in full orin part, in respect of that period or has been waived;  (ii) the date on which the Board determines that any otherCondition(s) have been satisfied or waived; and  (iii) the third anniversary of the Date of Grant of an Allocation orsuch earlier or later date as the Board may on or before the Date of Grantdetermine; or (v) in relation to a Vested Part and subject to Rule 11.1, the date on which aVested Part vests in accordance with the applicable schedule of vesting as set out inthe Participant’s certificate evidencing the grant of the Allocation,  save that if such date falls at a time at which the vesting of the Shares would not bepermitted under the Model Code, the Vesting Date shall be the first day following such dateon which the vesting of the Shares is permitted under the Model Code; and   **“Vested Part”**means, in relation to any Allocation on a Vesting Date, such proportion ofthe total number of Shares over which the Allocation is granted which, on that date, vestsunder an applicable schedule of vesting as set out in the Participant’s certificateevidencing the grant of the Allocation.   Where the context so admits the singular shall include the plural and vice versa and themasculine gender shall include the feminine. Any reference to a statutory provision is tobe construed as a reference to that provision as for the time being amended or re-enactedand shall include any regulations or other subordinate legislation made under it.2. **COMMENCEMENT AND TITLE**   The Scheme shall commence on the Commencement Date and shall be known as The RandgoldResources Limited Restricted Share Scheme.
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3. **GRANT OF AWARDS** 3.1 The Board may from time to time in its absolute discretion grant Awards to such EligibleEmployees as it shall in its absolute discretion select. No Eligible Employee shall beentitled as of right to have an Award granted to him. The extent of any grant of Awards shallbe determined by the Board in its absolute discretion but shall be subject to the limitscontained in Rules 4 and 5. 3.2 An Award shall be designated as an Allocation or an Option. 3.3 No payment shall be required in consideration for the grant of an Award. The Board shallgrant Awards by deed or in such form as the Board shall decide. A single deed of grant may beexecuted in favour of any number of Participants. Each Participant shall on, or as soon aspossible after, the Date of Grant be issued with a certificate evidencing the grant of theAward and setting out its terms and any Condition(s) determined under Rule 3.4 below. 3.4 The Board may grant an Award subject to such Condition(s) as it in its discretion thinks fitwhich must (save as otherwise provided in the Rules) be fulfilled before the Award (other thana new award under Rule 13.4) may be exercised or vest (as the case may be). No suchCondition(s) may subsequently be varied or waived (save as otherwise provided in the Rules)unless an event occurs which causes the Board to determine that such Condition(s) shall haveceased to be appropriate whereupon the Board may in its absolute discretion vary or waive suchCondition(s) so that any new Condition(s) imposed or any variation are in its opinion fair,reasonable and no more difficult to satisfy than the previous Condition(s). 3.5 Subject to Rules 3.6 and 3.7 below, an Award may only be granted at the following times: (a) within the period of 42 days after the Commencement Date; or  (b) within the period of 42 days after an Announcement Date; or  (c) at any time at which the Board resolves that exceptional circumstances existwhich justify the grant of an Award.3.6 No Award may be granted at any time at which a dealing in the Shares would not be permittedunder the Model Code. 3.7 No Award may be granted under the Scheme later than ten years after the Commencement Date. 3.8 Subject to Rule 5 below, an Eligible Employee may be granted any combination of Awards,whether in a single grant or pursuant to a series of grants. 4. **SCHEME LIMITS** 4.1 Subject to such adjustments as may be made in accordance with Rule 12, no Award shall begranted on any Date of Grant or any proposed Date of Grant if, as a result: (a) the aggregate number of Shares issued or committed to be issued pursuant toAwards made under the Scheme would exceed five per cent. of the issued ordinary sharecapital of the Company on that Date of Grant; or  (b) the aggregate number of Shares issued or committed to be issued pursuant toAwards made under the Scheme and pursuant to grants or appropriations made during theten years preceding such Date of Grant under all other Employees’ Share Schemesestablished by the Company would exceed fifteen per cent. of the issued ordinary sharecapital of the Company on that Date of Grant.
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4.2 For the avoidance of doubt, Shares which have been the subject of Awards or of rights grantedunder any other Employees’ Share Scheme which have lapsed shall not be taken into account forthe purposes of this Rule 4. 4.3 For the purposes of the limits contained in Rule 4.1, the references to Shares issued orcommitted to be issued shall include Shares transferred from treasury or committed to be sotransferred unless institutional investor guidelines cease to require such Shares to be socounted. 5. **INDIVIDUAL LIMIT** 5.1 No Award may be granted to an Eligible Employee at any time if, as a result, the aggregateMarket Value of the Shares subject to that Award together with the aggregate Market Value ofShares committed to be issued or transferred pursuant to any other Award granted to him in thesame Financial Period of the Company under the Scheme, would exceed a sum equal to twice hisBase Salary or, if higher, such fixed number of Shares as is determined by the Board on orprior to the Date of Grant. 5.2 If any Award exceeds the appropriate limit determined in accordance with Rule 5.1 above, suchgrant shall be void ab initio to the extent that the limit is exceeded. 5.3 For the purpose of this Rule 5, the Market Value of a Share subject to an Award shall becalculated as at the Date of Grant of that Award. 5.4 For the purpose of the limit contained in Rule 5.1, the reference to Shares committed to beissued shall include Shares committed to be transferred from treasury. 6. **NON-ASSIGNABILITY OF AWARDS**   An Award may not be transferred, charged, pledged, mortgaged or encumbered in any waywhatsoever by a Participant or his personal representative(s). In the event of any breachor purported breach of this Rule, an Award shall lapse forthwith. This Rule 6 shall notprevent the personal representative(s) of a deceased Participant from exercising an Optionor from receiving Shares pursuant to a vested Allocation in accordance with the Rules orthe law of succession. 7. **EXERCISE PRICE OF AN OPTION**   The Exercise Price of an Option shall be determined by the Board not later than the Date ofGrant and shall be such an amount (whether expressed as an amount per Share subject to theOption or an amount payable on each exercise of an Option irrespective of the number ofShares in respect of which the Option is exercised) as the Board may in its absolutediscretion determine provided that, in the case only of an Option to subscribe for Shares,the Exercise Price per Share shall not be less than the nominal value of a Share (or, inthe case of an Option granted to a US Employee, the fair market value of a Share on thedate the Option is granted). 8. **EXERCISE OF OPTIONS AND VESTING OF ALLOCATIONS** 8.1 Save as otherwise provided in the Rules and subject to Rule 9: (a) a Subsisting Option shall be exercisable during the Option Period; and  (b) a Subsisting Allocation shall vest on the Vesting Date;  provided in each case that any Condition(s) shall have been fulfilled or waived. 8.2 Subject to Rule 11, if a Participant ceases to hold Employment before the expiry of thePerformance Period by reason of death, Disability or Good Reason, or the Company
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  terminates the Participant’s Employment without Cause, the following provisions shallapply: (i) a Subsisting Option shall become exercisable, subject toparagraph (iii) below, on the commencement of the Option Period and may beexercised within the period of twelve months from that date;  (ii) a Subsisting Allocation shall vest, subject to paragraph (iv)below, on the Vesting Date;  (iii) a Subsisting Option shall be exercisable in respect of suchnumber of Shares as is equal to “A” where:     A = X PA where:  Y     A is the number of Shares in respect of which the Option may be exercised;    PA is the number of Shares in respect of which the Option would beexercisable having applied the Performance Condition(s) to the relatedPerformance Period;    X is the number of days which have elapsed from the Date of Grant to the dateon which the Participant ceased to hold Employment plus 365; and    Y is the total number of days which would have been comprised in thePerformance Period had the Participant not ceased to be in Employment; and  (iv) a Subsisting Allocation shall vest in respect of such number ofShares as is equal to “A” where:     A = X PA where:  Y     A is the number of Shares in respect of which the Allocation vests;    PA is the number of Shares in respect of which the Allocation would vesthaving applied the Performance Condition(s) to the related PerformancePeriod;    X is the number of days which have elapsed from the Date of Grant to the dateon which the Participant ceased to hold Employment plus 365; and    Y is the total number of days which would have been comprised in thePerformance Period had the Participant not ceased to be in Employment.8.3 If a Participant ceases to hold Employment for one of the reasons set out in Rule 8.2 and aSubsisting Award is not subject to any Performance Condition(s): (a) any Subsisting Option may be exercised within the period of twelve monthscommencing on the date on which the Option Period commences; and  (b) any Subsisting Allocation will vest on the Vesting Date.9. **LAPSE**   A Subsisting Award, whenever granted, shall lapse and cease to be capable of exercise orvesting upon the earliest to occur of the following: (a) in the case of an Option, the expiry of the Option Period;
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 (b) the expiry of the Performance Period, if any Performance Condition(s) remainunfulfilled at that date and have not been waived, except that: (i) where Performance Condition(s) allow for an Award to beexercisable or vest in part on partial satisfaction of the PerformanceCondition(s), a Subsisting Award shall lapse only to the extent of theunexercisable or unvested part; and  (ii) a Subsisting Option which is exercisable pursuant to Rule 11.1by reference to the Relevant Period rather than the Performance Period shallnot lapse on the expiry of the original Performance Period to the extent thatit is exercisable under that Rule; (c) the expiry of any period within which a Condition other than a PerformanceCondition has to be satisfied in accordance with its terms, if such Condition remainsunfulfilled at that date and has not been waived;  (d) the date on which the Participant ceases to hold any Employment, or the dateon which he gives or is given notice of such cessation, for any reason other thanthose set out in Rule 8.2 above;  (e) in the case of a Subsisting Option, the expiry of any of the periodsmentioned in Rules 8.2 or 8.3;  (f) the date upon which the Participant ceases to hold Employment (or is givennotice to terminate) by reason of Cause;  (g) the first to expire of any of the periods mentioned in Rule 11 belowincluding for the avoidance of doubt the expiry of the period of one month specifiedin Rule 11.4 (subject to any agreement entered into pursuant to Rule 11.4);  (h) any breach or purported breach of Rule 6 by the Participant.10. **MANNER OF EXERCISE OR VESTING** 10.1   (a) a Subsisting Option shall be exercised by the Participant lodging with theSecretary of the Company at its registered office (or otherwise as may be notified toParticipants from time to time): (i) the certificate in respect of the Option to be exercised;  (ii) a notice of exercise in such form as the Board may from time totime prescribe; and  (iii) payment (in such manner as the Board shall direct) of theExercise Price in respect of the Option;   and the date of exercise shall be the date of receipt of such notice and payment orsuch other date as the Board may have specified in the notice of exercise; and  (b) a Subsisting Allocation shall vest automatically on the Vesting Date.10.2 On the vesting of a Subsisting Allocation which is to be satisfied by the issue of newShares, the Board may require the Participant to pay to the Company the aggregate nominalvalue of the Shares to be issued in which case such Shares will not be issued pursuant to Rule10.5 until such payment has been received by the Company.
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10.3 An Option may be exercised in whole or in part. Following any exercise of an Option in part(other than an exercise which exhausts the Option), the Participant shall be sent a new Awardcertificate in respect of the balance of Shares which are the subject of such Option. 10.4 Unless otherwise provided in these Rules, no Award shall be treated as having been exercisedor vested unless and until the Board is satisfied that any Condition(s) have been satisfied orpartially satisfied in accordance with their terms or have been waived. 10.5 Subject to the obtaining of any necessary consents from H.M. Treasury, the Bank of England orother competent authority and to the terms of any such consent and subject to Rule 10.4, theBoard shall: (a) subject to Rules 10.5(b) and (c) below, within 30 days of the vesting of anAllocation or exercise of an Option cause the Company to allot and issue or procurethe transfer of the relevant Shares;  (b) by 15 March immediately following the calendar year in which an Allocationheld by a US Employee vests, cause the Company to allot and issue or procure thetransfer of the relevant Shares; and  (c) delay the allotment and issue or transfer of the relevant Shares in respectof an Allocation held by a US Employee which vests pursuant to Rule 8.2 for a periodof six months following the cessation of the Participant’s employment (or, if earlieruntil the Participant’s death) if, and to the extent that, such delay is required inorder to comply with Section 409A of the US Internal Revenue Code,  and send or cause to be sent to the Participant a share certificate (or other evidence oftitle) for the Shares in respect of which the Award is exercised or has vested. 10.6 Shares issued or transferred pursuant to the Scheme will rank pari passu in all respects withShares then already in issue except that they will not rank for any dividend or otherdistribution of the Company paid or made by reference to a record date falling prior to thedate of exercise or vesting of the relevant Award. 10.7 If and for so long as the Shares are Admitted, the Company shall as soon as practicable afterany such allotment apply to the FSA and the London Stock Exchange for permission for the sameto be Admitted. Any application may be postponed at the Board’s discretion until applicationcan be made in respect of such number of Shares as the Board considers appropriate. 10.8 The Company shall maintain sufficient unissued share capital to satisfy all rights tosubscribe for Shares from time to time under Subsisting Awards. 10.9 The Company and/or the Employing Company of a Participant and/or the Trustees shall have theright, prior to the delivery of the Shares otherwise deliverable to a Participant on theexercise or vesting of an Award: (a) to require the Participant to remit to or at the direction of his EmployingCompany an amount sufficient to satisfy the Award Tax Liability; and/or  (b) to reduce the number of Shares otherwise deliverable to the Participant by anamount equal in value to the amount of the Award Tax Liability or sell a sufficientnumber of the Shares on behalf of the Participant to realise sale proceeds equivalentto the Award Tax Liability and remit such amount to or at the direction of hisEmploying Company or the Trustees in satisfaction of the liability; and/or  (c) to deduct the amount of the Award Tax Liability from cash payments otherwiseto be made to the Participant.
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  The Board may make such arrangements and determinations in this regard, consistent with theRules, as it may in its absolute discretion consider to be appropriate. 11. **RECONSTRUCTION, TAKEOVER OR LIQUIDATION** 11.1 Subject to Rule 11.5, if a Change in Control occurs before the expiry of the PerformancePeriod, Participants shall be notified and the following provisions shall apply: (a) the Performance Period shall be deemed to have ended on the date of theChange in Control (which reduced period shall be referred to as the **“RelevantPeriod”**);  (b) the Board shall determine on the date of the Change in Control. (i) the number of Shares in respect of which a Subsisting Option isexercisable or a Subsisting Allocation shall vest pursuant to paragraph (e)below; and  (ii) whether any other Condition(s) have been satisfied or waived; (c) if any other Condition(s) have been satisfied or waived, a Subsisting Optionshall become exercisable immediately following the Change in Control and may beexercised until the expiry of the period of one month commencing on the date of theChange in Control in respect of the number of Shares determined under paragraph (b)(i)above;  (d) if any other Condition(s) have been satisfied or waived, a SubsistingAllocation shall vest immediately following the Change in Control or, if the date ofvesting falls at a time when the vesting of the Shares would not be permitted underthe Model Code, on the first date following such date on which the vesting of theShares is permitted under the Model Code, in respect of the number of Sharesdetermined under paragraph (b)(i) above; and  (e) a Subsisting Option shall be exercisable, and a Subsisting Allocation shallvest, in respect of such number of Shares as is equal to the number of Shares inrespect of which the Award would be exercisable or would vest if the PerformanceCondition(s) were applied to the Relevant Period unless the Board deems itimpracticable to apply the Performance Condition(s) to the Relevant Period, in whichcase such other period as the Board shall determine may be substituted.11.2 Subject to Rule 11.5, if a Change in Control occurs on or after the expiry of the PerformancePeriod, Participants shall be notified and the following provisions shall apply: (a) the Board shall, if it has not already done so, determine immediately priorto the Change in Control: (i) whether the Performance Condition has been satisfied, in fullor in part, in respect of the Performance Period and the number of Shares inrespect of which a Subsisting Option is exercisable or a Subsisting Allocationshall vest; and  (ii) whether any other Condition(s) have been satisfied or waived; (b) if any other Condition(s) have been satisfied or waived, a Subsisting Optionshall become exercisable immediately following the Change in Control and may beexercised until the expiry of the period of one month commencing on the date of theChange in Control in respect of the number of Shares determined by the Board;  (c) if any other Condition(s) have been satisfied or waived, a SubsistingAllocation shall vest immediately following the Change in Control or, if the date ofvesting falls at a time when the vesting of the Shares would not be permitted underthe Model Code,
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 ** ** on the first date following such date on which the vesting of the Shares ispermitted under the Model Code in respect of the number of Shares determined by theBoard.11.3 Subject to Rule 11.5, if a Change in Control occurs and a Subsisting Award is not subject toany Performance Condition(s), Participants shall be notified and the following provisionsshall apply: (a) the Board shall, if it has not already done so, determine immediately priorto the Change in Control whether any other Condition(s) have been satisfied or waived;  (b) if any other Condition(s) have been satisfied or waived, a Subsisting Optionshall become exercisable immediately following the Change in Control and may beexercised until the expiry of the period of one month commencing on the date of theChange in Control;  (c) if any other Condition(s) have been satisfied or waived, a SubsistingAllocation shall vest immediately following the Change in Control or, if the date ofvesting falls at a time when the vesting of the Shares would not be permitted underthe Model Code, on the first date following such date on which the vesting of theShares is permitted under the Model Code.11.4 Following a Change in Control, any Participant may, by agreement with the acquiring company(the **“Acquiring Company”**), within the period of one month from the date of the Change inControl release any of his Subsisting Awards in consideration of the grant of a new award onsuch terms as are agreed with the Acquiring Company. 11.5 Rules 11.1, 11.2 and 11.3 shall not apply in the case of an Internal Reorganisation, unlessthe Acquiring Company fails to make an offer to Participants to release Subsisting Awards inaccordance with Rule 11.4 within one week of the Change in Control, in which case Rule 11.1 orRule 11.2 or Rule 11.3 shall apply as if the Change in Control had occurred on the dayfollowing the end of the period of one week mentioned above. 11.6 Notwithstanding anything to the contrary contained herein, if an Option is converted to anoption to purchase shares of an Acquiring Company (or a parent or subsidiary company), theexercise price and number of shares covered by the Option will be adjusted in a manner thatcomplies with Section 409A of the US Internal Revenue Code.11.7 The vesting of an Allocation or exercise of an Option pursuant to the preceding provisions ofthis Rule 11 shall be subject to the provisions of Rule 10. 12. **CAPITAL REORGANISATION** 12.1 In the event of any variation in the ordinary share capital of the Company by way ofcapitalisation of profits or reserves or by way of rights or any consolidation or sub-divisionor reduction of capital or otherwise, then the number and the nominal value of Shares subjectto any Subsisting Awards, the Exercise Price and, where an Award has been exercised or hasvested but, as at the date of the variation of capital referred to above, no Shares have beenallotted or transferred pursuant to such exercise or vesting, the number of Shares which maybe so allotted or transferred and the price at which they may be acquired, may be adjusted bythe Board in such manner and with effect from such date as the Board may determine to beappropriate. 12.2 No adjustment under Rule 12.1 shall be made which would reduce the Exercise Price of anyOption to subscribe for Shares below the nominal value of a Share unless and to the extentthat: (a) the Board is authorised to capitalise from the reserves of the Company a sumequal to the amount by which the nominal value of the Shares subject to the Optionexceeds the aggregate adjusted Exercise Price; and
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 (b) the Board shall resolve to capitalise and apply such sum on exercise of thatOption.12.3 The Board shall notify Participants in such manner as it thinks fit of any adjustment madeunder Rule 12.1 and may call in, cancel, endorse, issue or re-issue any award certificate as aresult of any such adjustment. 13. **EMPLOYMENT RIGHTS** 13.1 The Scheme shall not form part of any contract of employment between any Member of the Groupand any employee of any such company and the rights and obligations of any individual underthe terms of his office or employment with any Member of the Group shall not be affected byhis participation in the Scheme or any right which he may have to participate therein. 13.2 Participation in the Scheme shall be on the express condition that: (a) neither participation nor cessation of participation shall afford anyindividual under the terms of his office or employment with any Member of the Groupany additional or other rights to compensation or damages; and  (b) no damages or compensation shall be payable in consequence of the terminationof such office or employment (whether or not in circumstances giving rise to a claimfor wrongful or unfair dismissal) or for any other reason whatsoever to compensate himfor the loss of any rights the Participant would otherwise have had (actual orprospective) under the Scheme howsoever arising but for such termination; and  (c) the Participant shall be deemed irrevocably to have waived any such rights towhich he may otherwise have been entitled.13.3 No individual shall have any claim against a Member of the Group arising out of his not beingadmitted to participation in the Scheme which (for the avoidance of all, if any, doubt) isentirely within the discretion of the Board. 13.4 No Participant shall be entitled to claim compensation from any Member of the Group inrespect of any sums paid by him pursuant to the Scheme or for any diminution or extinction ofhis rights or benefits (actual or otherwise) under any Award held by him consequent upon thelapse for any reason of any Award held by him or otherwise in connection with the Scheme andeach Member of the Group shall be entirely free to conduct its affairs as it sees fit withoutregard to any consequences under, upon or in relation to the Scheme or any Award orParticipant. 14. **ADMINISTRATION AND AMENDMENT** 14.1 The Scheme shall be administered under the direction of the Board which may at any time andfrom time to time by resolution and without other formality delete, amend or add to the Rulesof the Scheme in any respect provided that: (a) no deletion, amendment or addition shall operate to affect adversely in anymaterial way any rights already acquired by a Participant under the Scheme without theapproval of the majority of the affected Participants first having been obtained;  (b) no deletion, amendment or addition to the advantage of Participants may bemade to any of the provisions of the Scheme relating to: (i) eligibility;  (ii) the limitations on the number or amount of Shares, cash orother benefits subject to the Scheme;
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 (iii) the maximum entitlement for any one Participant;  (iv) the basis for determining a Participant’s entitlement to, andthe terms of Shares, cash or other benefits to be provided under the Scheme andfor the adjustment thereof (if any) in the event of a capitalisation issue,rights issue or open offer, sub-division or consolidation of Shares orreduction of capital or any other variation of capital;   except with the prior approval of the Company in general meeting, unless thedeletion, amendment or addition is minor and to benefit the administration of theScheme, to obtain or maintain favourable tax, exchange control or regulatorytreatment for Participants or any Member of the Group or to take into accountexisting or proposed legislation.14.2 Notwithstanding anything to the contrary contained in these Rules, the Board may at any timeby resolution and without further formality establish further schemes or sub-schemes to applyin overseas territories governed by rules similar to these Rules but modified to take accountof local tax, exchange control or securities laws, regulation or practice provided that anyShares made available under any such scheme shall be treated as counting against any limits onoverall or individual participation in the Scheme. 14.3 The Board may from time to time make and vary such rules and regulations not inconsistentwith the Scheme and establish such procedures for the administration and implementation ofthis Scheme as it thinks fit and in the event of any dispute or disagreement as to theinterpretation of any such rules, regulations or procedures, the decision of the Board shallbe final and binding upon all persons. 14.4 The Scheme, the granting, exercise or vesting of Awards thereunder, and the other obligationsof the Company under the Scheme, shall be subject to all applicable national or local laws,rules, and regulations and to such approvals by any regulatory or governmental agency as maybe required, and to any rules or regulations of any exchange or securities association onwhich the Shares are listed. The Company, in its discretion, may postpone the granting andexercise or vesting of Awards, the issuance or delivery of Shares under any Award or any otheraction permitted under the Scheme to permit the Company, with reasonable diligence, tocomplete such stock exchange listing or registration or qualification of such Shares or otherrequired action under any national or local law, rule, or regulation and may require anyParticipant to make such representations and furnish such information as it may considerappropriate in connection with the issuance or delivery of Shares in compliance withapplicable laws, rules, and regulations. The Company shall not be obliged by virtue of anyprovision of the Scheme to recognise the exercise or vesting of any Award or to otherwise sellor issue Shares in violation of any such laws, rules, or regulations; and any postponement ofthe exercise or vesting and settlement of any Award under this provision shall not extend theterm of such Award, and neither the Company nor its directors or officers shall have anyobligation or liability to the Participant with respect to any Award (or Shares issuable ortransferable thereunder) that shall lapse because of such postponement. 14.5 The Board’s decision on any matter relating to the interpretation of the Rules and any othermatters concerning the Scheme (including the rectification of errors or mistakes of procedureor otherwise) shall be final and binding. 14.6 Any notice or other communication under or in connection with the Scheme may be given: (a) by the Company to an Eligible Employee or Participant either personally orsent to him at his place of work by electronic mail or by post addressed to theaddress last known to the Company (including any address supplied by the relevantParticipating Company or any Subsidiary) or sent through the Company’s internal postalservice; and
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 (b) to the Company, either personally or by post to the Company Secretary.  Items sent by post shall be pre-paid and shall be deemed to have been received 72 hoursafter posting. Items sent by electronic mail shall be deemed to have been received on theday on which they are sent. 14.7 The Company shall bear the costs of setting up and administering the Scheme. However, theCompany may require any Participating Company to reimburse the Company for any costs borne bythe Company directly or indirectly in respect of such Participating Company’s officers oremployees. 14.8 The Company shall maintain all necessary books of account and records relating to the Scheme. 14.9 The Board shall be entitled to authorise any person to execute on behalf of a Participant, atthe request of the Participant, any document relating to the Scheme, in so far as suchdocument is required to be executed pursuant hereto. 14.10 The Company may send copies to Participants of any notice or document sent by the Company tothe holders of Shares. 14.11 If any Award certificate shall be worn out, defaced or lost, it may be replaced on suchevidence being provided as the Board may require. 14.12 In the case of the partial exercise of an Option, the Board may call in and endorse orcancel and re-issue as it thinks fit, any certificate for the balance of Shares over which theOption was granted. 15. **DATA PROTECTION**   As a condition of the grant of an Award, a Participant consents to the collection,retention, use, processing and transfer (whether between themselves or to any third partyand including transfer to countries outside the European Economic Area) of his PersonalData by any Member of the Group, any of their Associated Companies, the trustees of anyemployee benefit trust, any administrator of the Scheme or the Company’s registrars orbrokers for the purposes of implementing and operating the Scheme. 16. **EXCLUSION OF THIRD PARTY RIGHTS**   The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Scheme nor to anyAward granted under it and no person other than the parties to an Award shall have anyrights under it nor shall it be enforceable under that Act by any person other than theparties to it. 17. **TERMINATION**   The Board or the Company in general meeting may resolve at any time that no Awards orfurther Awards shall be granted under the Scheme and in any event no Awards may be grantedunder the Scheme on or after the tenth anniversary of the Commencement Date provided thatthis Rule shall not affect the subsisting rights of Participants. 18. **GOVERNING LAW**   These Rules shall be governed by and construed in accordance with Jersey law.
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