EX-10.3





 Exhibit 10.3 

THOUGHTWORKS HOLDING, INC. 

and 
 THE SUBSIDIARIES
LISTED HEREIN 
 and 

[NAME OF TRUSTEE] 
  

 
 TRUST DEED AND RULES 

of the 
 THOUGHTWORKS
SHARE INCENTIVE PLAN 
  
  












 THE THOUGHTWORKS SHARE INCENTIVE PLAN 

 

	1.	 PURPOSE 


  

	2.	 STATUS 


  

	3.	 DECLARATION OF TRUST 



 

	4.	 NUMBER OF TRUSTEES 



 

	5.	 INFORMATION 


  

	6.	 RESIDENCE OF TRUSTEES 



 

	7.	 CHANGE OF TRUSTEES 



 

	8.	 INVESTMENT AND DEALING WITH TRUST ASSETS 



 

	9.	 LOANS TO TRUSTEES 



 

	10.	 TRUSTEES’ OBLIGATIONS UNDER THE PLAN 



 

	11.	 POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE 



 

	12.	 POWER TO AGREE MARKET VALUE OF SHARES 



 

	13.	 PERSONAL INTEREST OF TRUSTEES 



 

	14.	 TRUSTEES’ MEETINGS 



 

	15.	 SUBSIDIARY COMPANIES 



 

	16.	 EXPENSES OF PLAN 



 

	17.	 TRUSTEES’ LIABILITY AND INDEMNITY AND FEES 



 

	18.	 COVENANT BY THE PARTICIPATING COMPANIES 



 

	19.	 ACCEPTANCE OF GIFTS 



 

	20.	 TRUSTEES’ LIEN 



 

	21.	 AMENDMENTS TO THE PLAN 



 

	22.	 TERMINATION OF THE PLAN 



 

	23.	 NOTICES 


  

	24.	 COUNTERPARTS 


  


	25.	 PROPER LAW 



  
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 THIS DEED is made on ________________________________________________________ 2021 

BETWEEN 
  

	(1)	 THOUGHTWORKS HOLDING, INC. whose head office is situated at 200 East Randolph Street, 25th Floor,
Chicago, Illinois 60601 (312) 373-1000, USA (hereinafter called “the Company”); 



and 
  

	(2)	 THE SUBSIDIARIES OF THE COMPANY LISTED IN SCHEDULE 1 to this Deed, (hereinafter called
“the Participating Subsidiaries”, and together with the Company, the “Participating Companies”); 


 and

  

	(3)	 [NAME OF TRUSTEE] whose registered office is at [address of trustee] (hereinafter called “the
Trustees”). 


 WHEREAS: 
  

	(A)	 The Company has established the Thoughtworks Share Incentive Plan (hereinafter called “Plan”) which
is constituted by this Trust Deed and the rules set out in the schedules and appendices hereto (hereinafter called “the Rules”) as an employee share ownership plan that satisfies the requirements of the Schedule. 



 

	(B)	 The Trustees have agreed to be the trustees for the purposes of the Plan on the terms of this Trust Deed and
Rules as from time to time amended. 


 NOW THIS DEED WITNESSES as follows: 

 

	1.	 PURPOSE 


  

	1.1	 The purpose of this Deed is to establish a trust for the employee share incentive plan known as the
Thoughtworks Share Incentive Plan (“the Plan”) which satisfies the Schedule. 


  

	1.2	 It is intended that the Plan will constitute an employee benefit trust in accordance with section 86 of the
Inheritance Act 1984. 


  

	2.	 STATUS 


  

	2.1	 The Plan consists of this Deed and the attached Schedules (including the Rules contained therein) and
Appendices. The definitions in the Rules apply to this Deed. 


  

	2.2	 The Committee shall from time to time determine which of parts A to D of the Rules shall have effect.



  

	3.	 DECLARATION OF TRUST 



 

	3.1	 The Participating Companies and the Trustees have agreed that all the Shares and other assets which are issued
to or transferred to the Trustees are to be held on the trusts declared by this Deed, and subject to the terms of the Rules. When Shares or assets are transferred to the Trustees by the Participating Companies with the intention of being held as
part of the Plan they shall be held upon the trusts and provisions of this Deed and the Rules. 


  

	3.2	 The Trustees shall hold the Trust Fund upon the following trusts namely: 



  
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	 	(a)	 as to Shares which have not been awarded to Participants (“Unawarded Shares”) upon trust during the
Trust Period to allocate those Shares in accordance with the terms of this Deed and the Rules; 


  

	 	(b)	 as to Shares which have been awarded to a Participant (“Plan Shares”) upon trust for the benefit of
that Participant on the terms and conditions set out in the Rules; 


  

	 	(c)	 as to Partnership Share Money upon trust to purchase Shares for the benefit of the contributing Qualifying
Employee in accordance with the Rules; and 


  

	 	(d)	 as to other assets (“Surplus Assets”) upon trust to use them to purchase further Shares to be held on
the trusts declared in (a) above, at such time during the Trust Period and on such terms as the Trustees in their absolute discretion think fit. 


  

	3.3	 The income of Unawarded Shares and Surplus Assets shall be accumulated by the Trustees and added to, and held
upon the trusts applying to, Surplus Assets. 


  

	3.4	 The income of Plan Shares and Partnership Share Money shall be dealt with in accordance with the Rules.



  

	3.5	 The perpetuity period and the Trust Period in respect of the trusts and powers declared by this Deed and the
Rules shall be the period of 80 years from the date of this Deed. 


  

	4.	 NUMBER OF TRUSTEES 



Unless a corporate Trustee is appointed, there shall always be at least two Trustees. Where there is no corporate Trustee, and the number of
Trustees falls below two, the continuing Trustee has the power to act only to achieve the appointment of a new Trustee. 
  

	5.	 INFORMATION 


  

	5.1	 The Trustees shall be entitled to rely without further enquiry on all information supplied to them by the
Participating Companies (or persons authorised by the Company) with regard to their duties as Trustees and in particular, but without prejudice to the generality of the foregoing, any notice given by a Participating Company (or persons authorised by
the Company) to the Trustees in respect of the eligibility of any person to become or remain a Participant shall be conclusive in favour of the Trustees. 


  

	5.2	 Except as otherwise provided, the Trustees may in their discretion agree with the Committee, the Company or any
of the Participating Companies (or persons authorised by the Company) on matters relating to the operation and administration of the Trust as they may consider advisable in the interest of the Trust and so that no person claiming an interest under
this Trust shall be entitled to question the legality or correctness of any arrangement or agreement made between the Committee, the Company or any of the Participating Companies (or persons authorised by the Company) and the Trustees in relation to
such operation or administration. 


  

	5.3	 The decision of the Committee in any dispute affecting Participants or Participating Companies shall be final
and conclusive. 


  

	5.4	 The Trustees may employ on such terms as the Committee may agree as to remuneration, any agent or agents,
professional advisers or custodians to transact all or any business of whatsoever nature required to be done in the proper administration of the Trust. 



  
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	6.	 RESIDENCE OF TRUSTEES 



Every Trustee shall be resident in the United Kingdom. The Committee shall immediately remove any Trustee who ceases to be so resident and, if
necessary, appoint a replacement. 
  

	7.	 CHANGE OF TRUSTEES 



 

	7.1	 The Committee has the power to appoint or remove any Trustee for any reason on one month’s notice given in
writing to the Trustee. The change of Trustee shall be effected by deed. Any Trustee may resign on three months’ notice given in writing to the Committee, provided that there will be at least two Trustees or a corporate Trustee immediately
after the retirement. 


  

	7.2	 Upon removal of any Trustees, the Trustees shall execute all such transfers or other documents, and shall do
all such acts or things, as may be necessary to ensure that any Trust Fund assets held by the retiring Trustees shall be vested in or placed under the control of the new or remaining Trustees and the retiring Trustees shall deliver all documentation
in the retiring Trustees’ possession relating to the Plan to the new or remaining Trustees. 


  

	7.3	 The statutory power of appointing new or additional Trustees shall not apply to this Plan.



  

	8.	 INVESTMENT AND DEALING WITH TRUST ASSETS 



 

	8.1	 Save as otherwise provided for by the Plan, the Trustees shall not sell or otherwise dispose of Plan Shares.



  

	8.2	 The Trustees shall obey any directions given by a Participant in accordance with the Rules in relation to his
Plan Shares and any rights and income relating to those Plan Shares. In the absence of any such direction, or provision by the Plan, the Trustees shall take no action. If no directions are received from Participants in relation to the action they
wish the Trustees to take in voting their Plan Shares, those Plan Shares will not be voted. 


  

	8.3	 The Participating Companies shall, as soon as practicable after deduction from Salary, pass the Partnership
Share Money to the Trustees who will put the money into an account with: 


  

	 	(a)	 a person falling within section 991(2)(b) of the Income Tax Act 2007 (the “ITA 2007”) (certain
persons permitted to accept deposits), 


  

	 	(b)	 a Building Society (as defined in the Building Societies Act, 1986), or 



 

	 	(c)	 a firm falling within section 991(2)(c) of ITA 2007 (European Economic Area firms permitted to accept
deposits), 


 until it is either used to acquire Partnership Shares on the Acquisition Date, or, in accordance with the
Plan, returned to the individual from whose Salary the Partnership Share Money has been deducted. The Trustees shall pass on any interest arising on this invested money to the individual from whose Salary the Partnership Share Money has been
deducted at least once in each calendar year. The Trustees are, however, not obliged to keep monies in an interest bearing account. 
  

	8.4	 The Trustees may either retain or sell Unawarded Shares at their absolute discretion. The proceeds of any sale
of Unawarded Shares shall form part of Surplus Assets. 


  

	8.5	 The Trustees shall have all the powers of investment of a beneficial owner in relation to Surplus Assets.




  
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	8.6	 The Trustees shall not be under any liability to the Participating Companies or to current or former Qualifying
Employees by reason of a failure to diversify investments, which results from the retention of Plan Shares or Unawarded Shares. 


  

	8.7	 The Trustees are not required to become directors or officers or to interfere in the management or conduct of
the business of the Company regardless of the size of the Trustees’ holding of Shares, and will not be obliged to seek information about the affairs of the Company and may leave the conduct of the Company’s business wholly to the directors
or management of the Company. 


  

	8.8	 The Trustees may delegate powers, duties or discretions to any persons and on any terms. No delegation made
under this Clause shall divest the Trustees of their responsibilities under this Deed or under the Schedule. 


  

	8.9	 The Trustees may allow any Shares to be registered in the name of an appointed nominee or custodian provided
that such Shares shall be registered in a designated account. Such registration shall not divest the Trustees of their responsibilities under this Deed or the Schedule. 



 

	8.10	 The Trustees may at any time, and shall if the Committee so decides, revoke any delegation made under this
Clause or require any Plan assets held by another person to be returned to the Trustees, or both. 


  

	9.	 LOANS TO TRUSTEES 



The Trustees shall have the power to borrow money, with the written consent of the Company, for the purpose of: 

 

	 	(a)	 acquiring Shares; and 



 

	 	(b)	 paying any other expenses properly incurred by the Trustees in administering the Plan. 



Where a loan is to be provided by the Company or an Associated Company then it shall be made pursuant to a written loan agreement. 

 

	10.	 TRUSTEES’ OBLIGATIONS UNDER THE PLAN 



Notice of Award of Partnership Shares 
  

	10.1	 As soon as practicable after any Partnership Shares have been acquired for a Participant, the Trustees shall
give that Participant a notice stating: 


  

	 	(a)	 the relevant Acquisition Date; 



 

	 	(b)	 the number and description of those Partnership Shares; 



 

	 	(c)	 whether those Partnership Shares are subject to any restrictions within the meaning of paragraph 99(4) of the
Schedule and, if so, the details of those restrictions; 


  

	 	(d)	 the amount of money applied by the Trustees in acquiring those Partnership Shares on behalf of the Participant;
and 


  

	 	(e)	 the Market Value used to determine the number of Shares awarded, in accordance with Rule 6.12 or 6.14 (as
applicable). 



  
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 Notice of acquisition of Dividend Shares 

 

	10.2	 As soon as practicable after any Dividend Shares have been acquired on behalf of a Participant, the Trustees
shall give that Participant a notice stating: 


  

	 	(a)	 the relevant Acquisition Date; 



 

	 	(b)	 the number and description of those Dividend Shares; 



 

	 	(c)	 their Market Value on the Acquisition Date; 



 

	 	(d)	 the Holding Period applicable to them; and 



 

	 	(e)	 any amount not reinvested and carried forward for acquisition of further Dividend Shares.



 Notice of Award of Free and Matching Shares 
  

	10.3	 As soon as practicable after any Free Shares and/or Matching Shares have been awarded to a Participant, the
Trustees shall give that Participant a notice stating: 


  

	 	(a)	 the number and description of those Shares; 



 

	 	(b)	 the relevant Award Date; 



 

	 	(c)	 their Initial Market Value on the Award Date; 



 

	 	(d)	 the Holding Period applicable to them, and any applicable Forfeiture Period; and 



 

	 	(e)	 whether those Free Shares and/or Matching Shares are subject to any restrictions within the meaning of
paragraph 99(4) of the Schedule and, if so, the details of those restrictions. 


 Notice of any foreign tax deducted before dividend
paid 
  

	10.4	 Where any foreign cash dividend is received in respect of Plan Shares held on behalf of a Participant, the
Trustees shall give the Participant notice of the amount of any foreign tax deducted from the dividend before it was paid. 



Restrictions during the Holding Period 
  

	10.5	 During the Holding Period the Trustees shall not dispose of any Dividend Shares, Free Shares and/or Matching
Shares (whether by transfer to the employee or otherwise) except as allowed by the following paragraphs of the Schedule: 


  

	 	(a)	 paragraph 37 (power of participant to direct trustees to accept general offers); 



 

	 	(b)	 paragraph 77 (power of trustees to raise funds to subscribe for rights issue); 



 

	 	(c)	 paragraph 79 (meeting by trustees of PAYE obligations); and 



 

	 	(d)	 paragraph 90(5) (effect of plan termination notice: early removal of shares with Participant’s consent).



 PAYE Liability etc. 
  

	10.6	 The Trustees may dispose of a Participant’s Shares or accept a sum from the Participant in order to meet
any PAYE liability in any of the circumstances provided in sections 510 - 512 of ITEPA (PAYE: shares ceasing to be subject to the plan) and any primary class 1 (employee) NICs liability. 



  
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	10.7	 Where the Trustees receive a sum of money which constitutes a Capital Receipt in respect of which a Participant
is chargeable to income tax under section 501 of ITEPA, the Trustees shall pay to the employer a sum equal to that on which income tax is so payable. 


  

	10.8	 The Trustees shall maintain the records necessary to enable them to carry out their PAYE and NICs obligations,
and the PAYE and NICs obligations of the employer company so far as they relate to the Plan. 


  

	10.9	 Where the Participant becomes liable to income tax under ITEPA or Chapter 3 or 4 of Part 4 of the Income Tax
(Trading and Other Income) Act 2005 (dividends etc from UK or non-UK resident companies etc), the Trustees shall inform the Participant of any facts which are relevant to determining that liability.



  

	10.10	 The Trustees shall maintain records of the Participants who have participated in one or more other plans
qualifying as a Schedule 2 SIP established by the Company or a Connected Company to ensure compliance with Rule 4.2. 


 Money’s
worth received by Trustees 
  

	10.11	 The Trustees shall pay over to the Participant as soon as is practicable, any money or money’s worth
received by them in respect of or by reference to any Shares, other than new shares within paragraph 86 of the Schedule (company reconstructions). 



This is subject to: 
  

	 	(a)	 the provisions of Part VIII of the Schedule (cash dividend and dividend shares); 



 

	 	(b)	 the Trustees’ obligations under sections 510—514 of ITEPA (PAYE: obligations to make payments to
employer); and 


  

	 	(c)	 the Trustees’ PAYE obligations. 



General offers 
  

	10.12	 If any offer, compromise, arrangement or scheme is made which affects the Plan Shares the Trustees shall notify
Participants. Each Participant may direct how the Trustees shall act in relation to that Participant’s Plan Shares. In the absence of any direction, the Trustees shall take no action. 



 

	11.	 POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE 



If instructed by a Participant in respect of his Plan Shares, the Trustees may dispose of some of the rights under a rights issue arising from
those Plan Shares to obtain enough funds to exercise the remaining rights. The rights referred to are the rights to buy additional shares or rights in the same company. 
  

	12.	 POWER TO AGREE MARKET VALUE OF SHARES 



Where the Market Value of Shares is to be determined for the purposes of the Schedule, the Trustees may agree with HM Revenue &
Customs that it shall be determined by reference to such date or dates, or to an average of the values on a number of dates, as specified in the agreement. 
  

	13.	 PERSONAL INTEREST OF TRUSTEES 



Trustees, and directors, officers or employees of a corporate Trustee, shall not be liable to account for any benefit accruing to them by
virtue of their: 

  
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	 	(a)	 participation in the Plan as a Qualifying Employee; 



 

	 	(b)	 ownership, in a beneficial or fiduciary capacity, of any shares or other securities in any Participating
Company; 


  

	 	(c)	 being a director or employee of any Participating Company, being a creditor, or being in any other contractual
relationship with any such company. 


  

	14.	 TRUSTEES’ MEETINGS 



If and so long as there is more than one Trustee, the Trustees shall hold meetings as often as is necessary for the administration of the Plan.
There shall be at least two Trustees present at a meeting except where the Trustee is a sole corporate trustee and the Trustees shall give due notice to all the Trustees of such a meeting. Decisions made at such a meeting by a majority of the
Trustees present shall be binding on all the Trustees. A written resolution signed by all the Trustees shall have the same effect as a resolution passed at a meeting. 
  

	15.	 SUBSIDIARY COMPANIES 



 

	15.1	 Any Subsidiary (in addition to those Subsidiaries which are parties to this Deed) may with the agreement of the
Committee become a party to this Deed and the Plan by executing a deed of adherence agreeing to be bound by the Deed and Rules for so long as it remains a Participating Company and, after it ceases to be a Participating Company, for so long as there
are subsisting Awards to its employees or ex-employees. 


  

	15.2	 A Participating Company that ceases to be a Subsidiary shall cease to be a Participating Company.



  

	15.3	 The Committee may at any time resolve that a Participating Company shall cease to be a Participating Company
and shall notify HM Revenue & Customs (if required), the Trustees and the Participating Company accordingly in writing as soon as possible. 


  

	16.	 EXPENSES OF PLAN 



The Participating Companies shall meet the costs of the preparation and administration of this Plan. 

 

	17.	 TRUSTEES’ LIABILITY AND INDEMNITY AND FEES 



 

	17.1	 The Participating Companies shall jointly and severally indemnify each of the Trustees, and the directors,
officers and employees of a corporate Trustee, against any actions, claims, costs, demands, expenses and all liabilities which are incurred through acting as a Trustee of the Plan and which cannot be recovered from the Trust Fund. This does not
apply to expenses and liabilities which are incurred through fraud, wilful wrongdoing or negligence or are covered by insurance under Clause 17.4 below below. 



 

	17.2	 The Trustee shall have the benefit of all the powers, privileges and immunities conferred on trustees by
statute or law. 


  

	17.3	 No Trustee shall be personally liable for any breach of trust (other than through fraud, wilful wrongdoing or
negligence) over and above the extent to which the Trustee, and the directors, officers and employees of a corporate Trustee, are indemnified by the Participating Companies in accordance with Clause 17.1 above. 



 

	17.4	 A non-remunerated Trustee may insure the Plan against any loss caused
by him or any of his employees, officers, agents or delegates. A non-remunerated Trustee may also insure himself and any of these persons against liability for breach of trust not involving fraud or wilful
wrongdoing or negligence of the Trustee or the person concerned. 



  
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	17.5	 A Trustee who carries on a profession or business may charge for services rendered on a basis agreed with the
Participating Companies. A firm or company in which a Trustee is interested or by which he is employed, or any corporate Trustee, may also charge for services rendered on this basis and may, unless otherwise agreed, act in accordance with its
general terms and conditions from time to time in force in relation to the administration and operation of the Plan. 


  

	17.6	 Without limitation to the foregoing, the Company will, and will use reasonable endeavours to procure that each
Participating Company will, act in accordance with the terms and conditions of the provision of trustee services as agreed with the Trustee in relation to the administration and operation of the Plan. 



 

	18.	 COVENANT BY THE PARTICIPATING COMPANIES 



The Participating Companies hereby jointly and severally covenant with the Trustees that they shall pay to the Trustees all sums which they are
required to pay under the Plan and shall at all times comply with the Plan. 
  

	19.	 ACCEPTANCE OF GIFTS 



The Trustees may accept gifts of Shares and other assets which shall be held upon the trusts declared by Clause 3.1 or 3.2 as the case may be.

  

	20.	 TRUSTEES’ LIEN 



The Trustees’ lien over the Trust Fund in respect of liabilities incurred by them in the performance of their duties (including the
repayment of borrowed money and tax liabilities) shall be enforceable subject to the following restrictions: 
  

	 	(a)	 the Trustees shall not be entitled to resort to Partnership Share Money for the satisfaction of any of their
liabilities; and 


  

	 	(b)	 the Trustees shall not be entitled to resort to Plan Shares for the satisfaction of their liabilities except to
the extent that this is permitted by the Plan. 


  

	21.	 AMENDMENTS TO THE PLAN 



The Committee may, with the Trustees’ written consent, from time to time amend the Plan provided that: 

 

	 	(a)	 no amendment which would adversely prejudice to a material extent the rights attaching to any Plan Shares
awarded to or acquired by Participants may be made nor may any alteration be made giving to Participating Companies a beneficial interest in Plan Shares; and 


  


	 	(b)	 any amendment to the Deed shall be made by supplemental deed; and 



 

	 	(c)	 any amendment to the Rules may be made by supplemental deed or resolution of the Committee.




  
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	22.	 TERMINATION OF THE PLAN 



 

	22.1	 The Plan shall terminate: 



 

	 	(a)	 in accordance with a Plan Termination Notice issued by the Committee acting on behalf of the Company to the
Trustees under paragraph 89 of the Schedule; or 


  

	 	(b)	 if earlier, on the expiry of the Trust Period. 



 

	22.2	 The Company shall execute a Plan Termination Notice in the event of its insolvency. 



 

	22.3	 The Committee shall immediately upon executing a Plan Termination Notice provide a copy of the notice to the
Trustees and each individual for whom the Trustees hold Plan Shares or who has entered into a Partnership Share Agreement which was in force immediately before the Plan Termination Notice was issued. 



 

	22.4	 Upon the issue of a Plan Termination Notice or upon the expiry of the Trust Period, paragraph 90 of the
Schedule shall have effect. 


  

	22.5	 Any Shares or other assets which remain undisposed of after the requirements of paragraph 90 of the Schedule
have been complied with shall be held by the Trustees upon trust to pay or apply them to or for the benefit of the Participating Companies as at the termination date in such proportion, having regard to their respective contributions, as the
Trustees shall in their absolute discretion think appropriate. 


  

	23.	 NOTICES 



Each advice, request, or other communication to be given or made under the Plan shall be in writing and delivered or sent to the relevant party
at its postal or electronic address as notified to the other party. The Committee may appoint a Participating Company to act as agent for service in the United Kingdom. To the extent agreed by the Committee and the Trustees, communications between
the parties to this Deed and to Participants may also be by electronic means. 
  

	24.	 COUNTERPARTS 


  


	24.1	 This Deed may be executed in any number of counterparts, each of which when executed and delivered shall
constitute a duplicate original, but all the counterparts shall together constitute the one deed. 


  

	24.2	 Transmission of the executed signature page of a counterpart of this Deed by (a) fax or (b) email (in
PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Deed. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with
the original of such counterpart as soon as reasonably possible thereafter. 


  

	24.3	 No counterpart shall be effective until each party has executed and delivered at least one counterpart.



  

	25.	 PROPER LAW 



This Deed and the Rules of the Plan shall be governed by and construed in accordance with the laws of England and Wales. 

  
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 IN WITNESS whereof this Deed has been executed and delivered the day and year first above written.

 EXECUTED AS A DEED AND DELIVERED by the parties listed below on the date appearing at the beginning of this Deed. 

 

			
	Executed as a deed by THOUGHTWORKS HOLDING, INC. acting by [Name], [Position], who, in accordance with the laws of Delaware, is acting under the authority of the company:	  	
                        

 
 Authorised Signatory

		
	Executed as a deed by [NAME OF PARTICIPATING COMPANY] acting by [Name], a director, and [Name], a director:	  	                 

 
 Director
  

                

 
 Director

		
	Executed as a deed by [NAME OF TRUSTEE COMPANY] acting by [NAME OF DIRECTOR], a director, and [NAME OF DIRECTOR/COMPANY SECRETARY], [a director]/[its secretary]:	  	                 

 
 Director

                

 
 [Director] / [Company Secretary]



  
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 SCHEDULE 1 
  

					
	Company Name	  	CRN	  	Registered Office Address
	[TBC]	  	[TBC]	  	[TBC]


  
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 SCHEDULE 2 

RULES OF THE THOUGHTWORKS SHARE INCENTIVE PLAN 

CONTENTS 
  

	1.	 DEFINITIONS 


  

	2.	 PURPOSE OF THE PLAN 



 

	3.	 OVERALL LIMIT ON AWARDS 



 

	4.	 ELIGIBILITY OF INDIVIDUALS 



 

	5.	 PARTICIPATION ON SAME TERMS 



 

	6.	 PARTNERSHIP SHARES 



 

	7.	 DIVIDEND SHARES 



 

	8.	 FREE SHARES 


  

	9.	 MATCHING SHARES 



 

	10.	 ACQUISITION OF SHARES 



 

	11.	 HOLDING PERIOD 



 

	12.	 FORFEITURE PERIOD 



 

	13.	 COMPANY RECONSTRUCTIONS 



 

	14.	 RIGHTS ISSUES 



 

	15.	 LEAVERS 


  

	16.	 DELEGATION OF ADMINISTRATIVE RESPONSIBILITIES 



 

	17.	 ADMINISTRATION OF THE PLAN 



  
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 RULES OF THE THOUGHTWORKS SHARE INCENTIVE PLAN 

 

	1.	 DEFINITIONS 


  

	1.1	 The following words and expressions have the following meanings: 



 

			
	“Accumulation Period”	  	in relation to Partnership Shares, the period during which the Trustees accumulate a Qualifying Employee’s Partnership Share Money before acquiring Partnership Shares or repaying it to the employee
		
	“Acquisition Date”	  	 (a)   in relation to Partnership Shares, where there is no Accumulation Period,
the meaning given by paragraph 50(4) of the Schedule;
  

(b)   in relation to Partnership Shares, where there is an Accumulation Period, the meaning given by
paragraph 52(5) of the Schedule; and
  

(c)   in relation to Dividend Shares, the meaning given by paragraph 66(4) of the
Schedule

		
	“Associated Company”	  	the meaning given by paragraph 94 of the Schedule
		
	“Award”	  	 (a)   in relation to Partnership Shares and Dividend Shares, the acquisition of
such Shares on behalf of Qualifying Employees in accordance with the Plan; and
  

(b)   in relation to Free Shares and Matching Shares, the appropriation of such Shares on behalf of
Qualifying Employees in accordance with the Plan
  
 The term “awarded” shall
be construed accordingly.

		
	“Award Date”	  	the date of an Award of Free Shares and/or Matching Shares
		
	“CA 2006”	  	the Companies Act 2006
		
	“Capital Receipt”	  	the same meaning as in section 502 of ITEPA
		
	“Close Company”	  	the same meaning as in section 439 of the CTA 2010, as modified by paragraph 20 of the Schedule
		
	“the Committee”	  	shall mean the individual or group of individuals, if any, to whom responsibility of administration of the Plan is delegated by the board of directors of the Company in accordance with Rule 16
		
	“Company”	  	Thoughtworks Holding, Inc.
		
	“Connected Company”	  	the same meaning as in paragraph 18(3) of the Schedule
		
	“Control”	  	the same meaning as in section 995 of ITA 2007
		
	“CTA 2010”	  	the Corporation Tax Act 2010


  
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	“Dealing Day”	  	a day on which the Stock Exchange is open for the transaction of business
		
	“Deed”	  	the trust deed constituting the Trust to the Plan with any subsequent amendment thereto
		
	“Dividend Shares”	  	Shares acquired on behalf of a Participant from reinvestment of dividends under Part B of the Plan and which are subject to the Plan
		
	“ESPP”	  	the Thoughtworks Holding, Inc. 2021 Employee Stock Purchase Plan (as amended from time to time)
		
	“ESPP Share Reserve”	  	the aggregate number of Shares that may be issued pursuant to rights granted under the ESPP as set forth in rule 5.1 thereof
		
	“Forfeiture Period”	  	such period as the Committee may specify when an Award is made, during which forfeiture provisions specified by the Committee may apply to an Award of Free Shares or Matching Shares
		
	“Free Share Agreement”	  	an agreement entered into under Rule 8.3 of part C of the Plan
		
	“Free Shares”	  	Shares awarded to a Participant under Part C of the Plan and which are subject to the Plan
		
	“Holding Period”	  	 (a)   in relation to Dividend Shares, the period of 3 years from the Acquisition
Date; and
  
 (b)   in relation
to an Award of Free Shares and/or Matching Shares, a period of between three and five years, beginning with the Award Date, which is specified by the Committee under Rule 11

		
	“ITA 2007”	  	the Income Tax Act 2007
		
	“ITEPA”	  	the Income Tax (Earnings and Pensions) Act 2003
		
	“Initial Market Value”	  	the Market Value of a Free Share or a Matching Shares (as applicable) on an Award Date. Where such Shares are subject to a restriction or risk of forfeiture, the market value shall be determined without reference to that restriction
or risk
		
	“Market Value”	  	 in relation to Shares to be awarded under the Plan on any date,
  

(a)   where the Shares are listed on the Stock Exchange:

 
 (i) the Sterling Equivalent of the Middle Market Quotation for a
Share on the Stock Exchange on the last Dealing Day before that day; or



  
 16 














			
		  	 (ii) at the discretion of the Committee, the Sterling Equivalent of the averages of the Middle Market Quotations on the
Stock Exchange for a Share for the three immediately preceding Dealing Days; or
  

(b)   where (a) above does not apply, the market value of a Share determined in accordance with
the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed for the purposes of the Plan with HMRC Shares and Assets Valuation on or before that day.
  

If Shares are subject to a Relevant Restriction, Market Value shall be determined as if the Shares were not subject to a Relevant Restriction

		
	“Matching Shares”	  	Shares awarded to a Participant under Part D of the Plan and which are subject to the Plan
		
	“Middle Market Quotation”	  	the average of the best buying and selling prices for a Share taken at the close of the market each day
		
	“NICs”	  	National Insurance contributions
		
	“Participant”	  	an individual for whom the Trustees hold Plan Shares. The term “participate” shall be construed accordingly
		
	“Participating Company”	  	the Company and such of its Subsidiaries as are parties to this Deed or have executed deeds of adherence to the Plan under Clause 15 of the Trust Deed
		
	“Partnership Share Agreement”	  	an agreement in the terms set out in Appendix A (or as specified by the Committee and which meets the requirements of the Schedule)
		
	“Partnership Shares”	  	Shares awarded under Part A of the Plan and which are subject to the Plan
		
	“Partnership Share Money”	  	money deducted from a Qualifying Employee’s Salary pursuant to a Partnership Share Agreement and held by the Trustees to acquire Partnership Shares or to be returned to such a person
		
	“Plan”	  	the Thoughtworks Share Incentive Plan
		
	“Plan Shares”	  	 (a)   Partnership Shares, Dividend Shares, Free Shares and Matching Shares;
and
  
 (b)   shares in
relation to which paragraph 87 (company reconstructions: new shares) of the Schedule applies
 that remain subject to the Plan

		
	“Plan Termination Notice”	  	a notice issued under paragraph 89 of the Schedule
		
	“Qualifying Company”	  	the same meaning as in paragraph 17 of the Schedule


  
 17 














			
	“Qualifying Corporate Bond”	  	the same meaning as in section 117 of the Taxation of Chargeable Gains Act 1992
		
	“Qualifying Employee”	  	an employee who must be invited to participate in an award in accordance with Rule 4.4 and any employee who the Committee has invited in accordance with Rule 4.5
		
	“Qualifying Period”	  	a period as the Committee may, in their absolute discretion, determine
		
	“Redundancy”	  	the same meaning as in the Employment Rights Act 1996
		
	“Relevant Employment”	  	employment by the Company or any Associated Company
		
	“Relevant Restriction”	  	any provision included in any contract, agreement, arrangement or condition to which any of sections 423(2), 423(3) and 423(4) of ITEPA would apply if references in those sections to employment-related securities were references to
Shares
		
	“Rules”	  	these Rules together with any amendments thereto effected in accordance with Clause 21 of the Deed
		
	“Salary”	  	the same meaning as in paragraph 43(4) of the Schedule
		
	“Schedule”	  	Schedule 2 to ITEPA
		
	“Schedule 2 SIP”	  	a share incentive plan that meets the requirements of Parts 2 to 9 of the Schedule (as defined in paragraph 1(A1) of the Schedule)
		
	“Section 423 Component”	  	has the meaning given in the ESPP
		
	“Shares”	  	Shares of common stock in the capital of the Company which comply with the conditions set out in paragraph 25 of the Schedule
		
	“Sterling Equivalent”	  	the value of the US dollar (USD) amounts converted to pounds sterling (GBP) amounts on any given day, as determined in accordance with a method prescribed by the Company, provided that such method is consistently applied and
determined by reference to a reputable source
		
	“Stock Exchange”	  	the Nasdaq Stock Market
		
	“Subsidiary”	  	any company which is for the time being under the Control of the Company and/or any jointly owned company which is not already a Participating Company under any other share incentive plan which qualifies as a Schedule 2
SIP
		
	“Tax Year”	  	a year beginning on 6 April and ending on the following 5 April (or such other period as may be prescribed by the UK government from time to time)
		
	“Trustees”	  	the trustees or trustee for the time being of the Plan or any subsequent trustee or trustees as provided for in accordance with Clause 7 of the Deed


  
 18 














			
	“Trust Fund”	  	all assets transferred to the Trustees to be held on the terms of the Deed and the assets from time to time representing such assets, including any accumulations of income
		
	“Trust Period”	  	the period of 80 years beginning with the date of the Deed or (if shorter) the period beginning with the date of this Deed and expiring pursuant to the provisions of Clause 22

  

	1.2	 References to any Act, or Part, Chapter, or section (including CTA 2010, ITEPA and ITA 2007) shall include any
statutory modification, amendment or re-enactment of that Act, for the time being in force. 


  

	1.3	 Words of the feminine gender shall include the masculine and vice versa and words in the singular shall include
the plural and vice versa unless, in either case, the context otherwise requires or it is otherwise stated. 


  

	1.4	 References to the “forfeiture” of Free Shares or Matching Shares shall be construed as references to
the transfer by a Participant to the Trustee of all of his interest in such Participant’s Free or Matching Shares as mentioned in Rule 12 (and related expressions shall be construed accordingly). 



 

	1.5	 References to specific Clauses and Rules are references to the relevant numbered clauses and rules set out in
this Plan. 


  

	2.	 PURPOSE OF THE PLAN 



 

	2.1	 The purpose of the Plan is to enable, in accordance with the Schedule, Qualifying Employees of Participating
Companies to acquire Shares in the Company which give them a continuing stake in that Company. 


  

	2.2	 The Committee may at any time resolve to operate the Plan and on each occasion that they do so they shall
invite all Qualifying Employees to participate in accordance with Rule 5 below. 


  

	3.	 OVERALL LIMIT ON AWARDS 



 

	3.1	 The number of Shares that may be issued pursuant to Awards under the Plan shall be equal to the number of
Shares in the ESPP Share Reserve, after taking into account any Shares issued under the Section 423 Component. 


  

	4.	 ELIGIBILITY OF INDIVIDUALS 



 

	4.1	 Subject to Rule 4.2, individuals are eligible to participate in an Award only if: 



 

	 	(a)	 they are employees of a Participating Company; 



 

	 	(b)	 they have been such employees of a Qualifying Company at all times during any Qualifying Period;



  

	 	(c)	 they are eligible on the date(s) set out in paragraph 14 of the Schedule; and 



 

	 	(d)	 they are not participating at the same time in a Schedule 2 SIP established by a Connected Company.




  
 19 














	4.2	 If a Participant receives an Award of Shares under the Plan in a Tax Year in which they have already received
an award of shares under one or more other plans established by the Company or a Connected Company and qualifying as a Schedule 2 SIP, the following shall apply as if the Plan and the other plan or plans were a single plan: Rules 6.4, 6.5 and 6.6
(maximum amount of deductions in respect of Partnership Shares). 


  

	4.3	 Notwithstanding any provision of any other of these Rules whatsoever: 



 

	 	(a)	 the Plan shall not form part of any contract of employment between the Company, a Subsidiary or any Associated
Company and any Participant and it shall not confer on any Participant any legal or equitable rights (other than those constituted by the Awards themselves) whatsoever against the Company, a Subsidiary or an Associated Company directly or indirectly
or give rise to any cause of action at law or in equity against the Company, a Subsidiary or any Associated Company; 


  

	 	(b)	 participation in an Award is a matter entirely separate from any pension right or entitlement a Participant may
have and from his terms or conditions of employment and participation in the Plan shall in no respect whatever affect his pension rights or entitlements or terms or conditions of employment and in particular (but without limiting the generality of
the foregoing) any Participant who ceases to be an employee of any Company, Subsidiary or Associated Company shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan which he might
otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever and notwithstanding that he may have been dismissed
wrongfully or unfairly (within the meaning of the Employment Rights Act 1996). 


  

	Employees	 who must be invited to participate in Awards 



 

	4.4	 Individuals shall be eligible to receive an Award of Shares under the Plan if they meet the requirements in
Rule 4.1 and are UK resident taxpayers (within the meaning of paragraph 8(2) of the Schedule) provided that the Committee may, in its sole discretion, determine that only employees who are both resident and ordinarily resident in the UK for tax
purposes should be able to participate. Eligible employees shall be invited to participate in any Awards of Partnership Shares, Free Shares and/or Matching Shares, and/or acquisitions of Dividend Shares, as are set out in the Plan.



  

	Employees	 who may be invited to participate in Awards 



 

	4.5	 The Committee may also invite, at its discretion, any employee who meets the requirements in Rule 4.1 to
participate in any Award of Partnership Shares, Free Shares and/or Matching Shares, and/or acquisitions of Dividend Shares, as are set out in the Plan. The Committee shall notify the Trustees of employees who participate under this Rule.



  

	5.	 PARTICIPATION ON SAME TERMS 



Every Qualifying Employee shall be invited to participate in an Award on the same terms. All who do participate in an Award shall do so on the
same terms. 

  
 20 













 PART A 
  

	6.	 PARTNERSHIP SHARES 



 

	6.1	 The Committee may at any time invite every Qualifying Employee to enter into a Partnership Share Agreement,
should the Committee decide to offer Partnership Shares, in accordance with this Part of the Rules. 


  

	6.2	 Unless the Committee in its absolute discretion determines otherwise, no Accumulation shall apply. The
Committee may determine that an Accumulation Period shall apply, provided that any Accumulation Period shall not exceed 12 months and shall apply equally to all Qualifying Employees in the Plan. 



 

	6.3	 Partnership Shares shall not be subject to any provision under which they may be forfeited.



  

	Maximum	 amount of deductions 



 

	6.4	 The amount of Partnership Share Money deducted from an employee’s Salary shall not exceed £1,800 in
any Tax Year (or such other amount as may from time to time be permitted under paragraph 46(1) of the Schedule and approved by the Committee). The Committee may set a lower annual limit which may be framed in accordance with paragraph 46(4A) of the
Schedule and, subject to Rules 6.4, 6.5 and 6.7, may also set a monthly limit. If the Salary is not paid monthly, the applicable limit shall be calculated proportionately. 



 

	6.5	 The amount of Partnership Share Money deducted from an employee’s Salary over any Tax Year shall not
exceed 10% (or such other percentage as may from time to time be permitted under paragraph 46(2) of the Schedule and approved by the Committee) of the total of the payments of Salary made to such employee for the Tax Year. 



 

	6.6	 Any amount deducted in excess of that allowed by Rule 6.4 or Rule 6.5 shall be paid over to the employee,
subject to both deduction of income tax under PAYE and primary class 1 (employee) NICs, as soon as practicable. 


  

	Minimum	 amount of deductions 



 

	6.7	 The minimum amount to be deducted under the Partnership Share Agreement on any occasion shall be the same in
relation to all Partnership Share Agreements entered into in response to invitations issued on the same occasion. It shall not be greater than £10, or any other limit as amended by legislation from time to time. 



 

	Notice	 of possible effect of deductions on benefit entitlement 



 

	6.8	 Every Partnership Share Agreement shall contain a notice under paragraph 48 of the Schedule.



  

	Restriction	 imposed on number of Shares awarded 



 

	6.9	 The Committee may specify the maximum number of Partnership Shares to be included in an Award of Partnership
Shares. 


  

	6.10	 The Partnership Share Agreement shall contain an undertaking by the Company to notify each Qualifying Employee
of any restriction on the number of Shares to be included in an Award of Partnership Shares. 


  

	6.11	 The notification in Rule 6.10 above shall be given: 



  
 21 














	 	(a)	 if there is no Accumulation Period, before the deduction of the Partnership Share Money relating to the Award;
and 


  

	 	(b)	 if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Award.



  

	Plan	 with no Accumulation Period 



 

	6.12	 The Trustees shall acquire Partnership Shares on behalf of the Qualifying Employee using the Partnership Share
Money. They shall acquire the Partnership Shares on the Acquisition Date. The number of Partnership Shares awarded to each employee shall be determined in accordance with the Market Value of the Shares on that date. 



 

	Plan	 with Accumulation Period 



 

	6.13	 If there is an Accumulation Period, the Trustees shall acquire Partnership Shares on behalf of the Qualifying
Employee, on the Acquisition Date, using the Partnership Share Money. 


  

	6.14	 The number of Partnership Shares acquired on behalf of each Participant shall be determined by reference to one
of the following methods: 


  

	 	(a)	 the lower of the Market Value of the Shares at the beginning of the Accumulation Period and the Market Value of
the Shares on the Acquisition Date; 


  

	 	(b)	 the Market Value of the Shares at the beginning of the Accumulation Period; or 



 

	 	(c)	 the Market Value of the Shares on the Acquisition Date, 



and the method to be used shall be specified in the Partnership Share Agreement. 

 

	6.15	 If a transaction occurs during an Accumulation Period which results in a new holding of shares being equated
for the purposes of capital gains tax with any of the Shares to be acquired under the Partnership Share Agreement, the employee may agree that the Partnership Share Agreement shall have effect after the time of that transaction as if it were an
agreement for the purchase of shares comprised in the new holding. 


  

	6.16	 If an Accumulation Period will apply, the Partnership Share Agreement shall specify when each Accumulation
Period begins and ends, and may specify that an Accumulation Period comes to an end on the occurrence of a specified event. 


  

	Surplus	 Partnership Share Money 



 

	6.17	 Any surplus Partnership Share Money remaining after the acquisition of Partnership Shares by the Trustees:



  

	 	(a)	 may, with the agreement of the Participant, be carried forward to the next Accumulation Period or the next
deduction date; and 


  

	 	(b)	 in any other case, shall be paid over to the Participant, subject to both deduction of income tax under PAYE
and primary class 1 (employee) NICs, as soon as practicable. 


  

	6.18	 Where the Participant ceases to be a Qualifying Employee during an Accumulation Period, the Trustees shall
repay all Partnership Share Money to the Participant as soon as practicable. 



  
 22 














	Scaling	 down 


  

	6.19	 If the total number of Partnership Shares to be purchased on any Acquisition Date would result in the maximum
determined in accordance with Rule 6.9 to be exceeded, then the number of Partnership Shares purchased on behalf of each Qualifying Employee under Rules 6.12 and 6.14 shall be reduced proportionately to the extent necessary to keep within the
maximum. Each application shall be deemed to have been modified or withdrawn in accordance with the foregoing provisions, and each employee who has applied for Partnership Shares shall be notified of the change. 



 

	Stopping	 and re-starting deductions 



 

	6.20	 An employee may stop or re-start deductions under a Partnership Share
Agreement at any time by notice in writing to their employing company, provided that if the Committee so determines (in respect of all Participants), deductions may not be re-started more than once in any
Accumulation Period. Unless a later date is specified in the notice, such notice shall take effect as soon as practicable but in any event no later than 30 days after their employing company receives it. A Participant may agree in writing with the
Company to vary the amount of Partnership Share Money or the intervals at which deductions are made at any time. 


  

	Withdrawal	 from Partnership Share Agreement 



 

	6.21	 An employee may withdraw from a Partnership Share Agreement at any time by notice in writing to their employing
company. Unless a later date is specified in the notice, such a notice shall take effect as soon as practicable but in any event no later than 30 days after the employing company receives it. Any Partnership Share Money then held on behalf of an
employee shall be paid over to that employee as soon as practicable. This payment shall be subject to income tax under PAYE and primary class 1 (employee) NICs. 



 

	Repayment	 of Partnership Share Money on Termination 



 

	6.22	 If a Plan Termination Notice is issued in respect of the Plan, any Partnership Share Money held on behalf of
employees shall be repaid to them as soon as practicable, subject to deduction of income tax under PAYE, and primary class 1 (employee) NICs. 


  

	Repayment	 of Partnership Share Money on Plan ceasing to be a Schedule 2 SIP 



 

	6.23	 If the Plan ceases to be a Schedule 2 SIP by virtue of paragraph 81H or 81I of the Schedule, any Partnership
Share Money held on behalf of employees shall be repaid to them as soon as practicable after the relevant day (as defined in paragraph 56(2A) of the Schedule, if the Plan ceases to be a Schedule 2 SIP by virtue of paragraph 81H of the Schedule, or
as defined in paragraph 56(2B) of the Schedule, if the Plan ceases to be a Schedule 2 SIP by virtue of paragraph 81I of the Schedule), subject to deduction of income tax under PAYE, and primary class 1 (employee) NICs. 



  
 23 













 PART B 
  

	7.	 DIVIDEND SHARES 



Reinvestment of cash dividends 
  

	7.1	 The Partnership Share Agreement shall set out the rights and obligations of Participants receiving Dividend
Shares under the Plan. 


  

	7.2	 The Committee may direct that any cash dividend in respect of Plan Shares held on behalf of Participants may be
applied in acquiring further Plan Shares on their behalf. 


  

	7.3	 Dividend Shares shall be Shares: 



 

	 	(a)	 of the same class and carrying the same rights as the Shares in respect of which the dividend is paid; and



  

	 	(b)	 which are not subject to any provision for forfeiture. 



 

	7.4	 The Committee may decide to direct the Trustees to: 



 

	 	(a)	 pay all dividends in cash to all Participants; 



 

	 	(b)	 apply some or all of the Participants’ dividends to acquire Dividend Shares; or 



 

	 	(c)	 offer Participants the choice of either paragraph (a) or (b) above. 



If only some of the Participants’ dividends are to be used to acquire Dividend Shares, the Committee must direct how that amount is to be
determined. 
  

	7.5	 The Committee may revoke any direction for reinvestment of cash dividends. 



 

	7.6	 If the amounts received by the Trustees exceed any limit specified by the Committee, the balance shall be paid
to the Participant as soon as practicable. 


  

	7.7	 If dividends are to be reinvested, the Trustees shall apply the cash dividends to acquire Dividend Shares on
behalf of the Participant on the Acquisition Date. The number of Dividend Shares acquired on behalf of each Participant shall be determined by the Market Value of the Shares on the Acquisition Date. 



Certain amounts not reinvested to be carried forward 
  

	7.8	 Subject to Rule 7.7, any amount that is not reinvested because it is insufficient to acquire a Share may be
retained by the Trustees and carried forward to be added to the amount of the next cash dividend to be reinvested. 


  

	7.9	 Subject to Rule 7.7 and Rule 7.8, any amount that is not reinvested shall be repaid to the Participant as soon
as practicable. 


  

	7.10	 If: 


  

	 	(a)	 the Participant ceases to be in Relevant Employment; or 



 

	 	(b)	 a Plan Termination Notice is issued, 



the amount not reinvested shall be repaid to the Participant as soon as practicable. On making such a payment, the Participant shall be
provided with the information specified in paragraph 80(4) of the Schedule. 

  
 24 













 PART C 
  

	8.	 FREE SHARES 


  

	8.1	 The Committee may at any time invite every Qualifying Employee to enter into a Free Share Agreement and
participate in an Award of Free Shares, should the Committee decide to offer Free Shares, in accordance with this part C of the Rules. 


  

	8.2	 For each Award of Free Shares, the Committee may specify that: 



 

	 	(a)	 each Participant receives a certain number or value of Free Shares, which will be the same for each
Participant); or 


  

	 	(b)	 the number or value of Free Shares received by each Participant is determined in accordance with Rules 8.7 to
8.15. 


 Free Share Agreements 
  

	8.3	 A Qualifying Employee who wishes to participate in an Award must enter into a Free Share Agreement with the
Company and the Trustees in the form specified by the Committee from time to time. 


 Maximum Annual Value of Free Share Awards

  

	8.4	 In any Tax Year, the total Market Value of Free Shares (at the relevant Award Dates) awarded to any individual
must not be more than £3,600 (or any other amount specified by paragraph 35(1) of the Schedule). 


  

	8.5	 For the purposes of Rule 8.4, Free Shares includes any free shares (as defined in the Schedule) awarded under
any share incentive plan (other than the Plan): 


  

	 	(a)	 that is a Schedule 2 SIP at the time of the award of those free shares; and 



 

	 	(b)	 set up by the Company or any connected company as defined in paragraph 18(3) of the Schedule.



  

	8.6	 If Free Shares are subject to a Relevant Restriction, information on the nature of the Relevant Restriction
must be included in the Free Share Agreement. 


 Free Share Award Levels set by Remuneration, Service or Hours Worked 

 

	8.7	 The Committee may specify that the value or number of Free Shares awarded is calculated (in a manner determined
by the Committee) by reference to each Participant’s: 


  

	 	(a)	 remuneration; 


  

	 	(b)	 length of service; or 



 

	 	(c)	 hours worked. 


  

	8.8	 If more than one of these factors is used: 



 

	 	(a)	 each factor will give rise to a separate level of entitlement to Free Shares for each Participant; and



  

	 	(b)	 a Participant’s total entitlement to Free Shares is the sum of those separate entitlements.




  
 25 














	8.9	 If Award levels are set in this way, the Company must inform each Participant how the value or number of Free
Shares awarded was calculated. 


 Free Share Award levels set by reference to performance targets 

 

	8.10	 The Committee may specify that the value or number of Free Shares (if any) to be awarded is determined (either
in whole or in part) by reference to performance targets specified by the Committee for that Award. The performance targets specified must apply to all Eligible Employees in relation to that Award. 



 

	8.11	 Any performance target must: 



 

	 	(a)	 be set for a performance unit of one or more employees specified by the Committee (but no employee may be a
member of more than one performance unit); 


  

	 	(b)	 relate to business results or other objective criteria over a specified period; 



 

	 	(c)	 be a fair and objective measure of the performance of the performance unit; 



 

	 	(d)	 be communicated by the Company to Participants who may be affected by it, as soon as possible in accordance
with Rule 8.12; and 


  

	 	(e)	 comply with Rule 8.15 (if applicable). 



 

	8.12	 As soon as reasonably practicable, the Company must: 



 

	 	(a)	 notify each Participant that has entered into a Free Share Agreement of the performance targets and measures
that will be used to determine the number or value of Free Shares to be awarded under that agreement; and 


  

	 	(b)	 notify all Eligible Employees in general terms of the performance measures that will be used to determine the
number or value of Free Shares that will be awarded to each Participant under the Award. The Company may omit from that notice any information that it reasonably considers would prejudice commercial confidentiality, if it was disclosed.



  

	8.13	 If the Committee specifies that an Award of Free Shares will be determined by reference to performance targets
for that Award of Free Shares, the Committee must specify which of Rule 8.14 or Rule 8.15 will apply to that Award. 


  

	8.14	 If the Committee specifies that this Rule 8.14 applies to an Award of Free Shares: 



 

	 	(a)	 at least 20% of those Free Shares must not be performance-linked, so that each Participant receives a number of
Free Shares that is either (as specified by the Committee): 


  

	 	(i)	 the same for all Participants; or 



 

	 	(ii)	 calculated using the factors listed in Rule 8.7; 



 

	 	(b)	 the remaining Free Shares in the Award must be awarded by reference to performance; 



 

	 	(c)	 the highest number of Free Shares awarded to any individual under Rule 8.14(b) must not be more than four times
the highest number of Free Shares awarded to any individual under Rule 8.14(a); and 



  
 26 














	 	(d)	 if the Award includes Free Shares of different classes, the requirements of this Rule 8.14 will apply to the
Free Shares of each class as if they were a separate Award of Free Shares. 


  

	8.15	 If the Committee specifies that this Rule 8.15 applies to an Award of Free Shares: 



 

	 	(a)	 some or all of the Free Shares in the Award (as specified by the Committee) must be awarded by reference to
performance; 


  

	 	(b)	 the performance targets specified for different performance units must be consistent targets, which are
reasonably comparable in terms of the likelihood of being met by the performance units to which they apply; 


  

	 	(c)	 the Free Shares in the Award must be awarded so that each Participant within a given performance unit receives
an amount of Free Shares (if any) that is determined in whole or in part by reference to the relevant performance target and is either (as specified by the Committee): 



 

	 	(i)	 the same for all Participants in that performance unit; or 



 

	 	(ii)	 different for different members of the performance unit, with the differences between members determined using
the factors listed in Rule 8.7; 


  

	 	(d)	 in deciding whether invitations to participate and the participation of individual Participants under an Award
of Free Shares are on the same terms, the Free Shares awarded to each performance unit will be treated as a separate Award. If the requirements of this Rule 8.15 are met, invitations to participate made to, and participation by, members of different
performance units under an Award of Free Shares do not need to be on the same terms. 



  
 27 













 PART D 
  

	9.	 MATCHING SHARES 



 

	9.1	 The Committee may at any time invite every Qualifying Employee to participate in an Award of Matching Shares,
should the Committee decide to offer Matching Shares, in accordance with this part D of the Rules. 


  

	9.2	 Matching Shares shall: 



 

	 	(a)	 be Shares of the same class and carrying the same rights as the Partnership Shares to which they relate;



  

	 	(b)	 be awarded on the same day as the Partnership Shares to which they relate are acquired on behalf of the
Participant; and 


  

	 	(c)	 be Awarded to all Participants that acquire Partnership Shares to which the Matching Shares relate on exactly
the same basis. 


  

	9.3	 If Matching Shares are subject to a Relevant Restriction, information on the nature of the Relevant Restriction
must be included in the Partnership Share Agreement. 


  

	9.4	 For any Award of Matching Shares, the Committee must specify the ratio of Matching Shares to Partnership
Shares. The ratio determined by the Committee must not exceed two Matching Shares for every Partnership Share (or any other limit specified by paragraph 60(2) of the Schedule). 



 

	9.5	 A Partnership Share Agreement under which an Award of Matching Shares is to be made must specify the ratio of
Matching Shares to Partnership Shares determined by Committee under Rule 9.3 and the circumstances and manner in which the ratio may be changed by the Committee under Rule 9.6. 



 

	9.6	 The Committee, in its absolute discretion, may alter the ratio of Matching Shares to Partnership Shares at any
time in accordance with paragraph 60(4) of the Schedule, however: 


  

	 	(a)	 the Committee must give notice of any such change to all affected Participants and the Trustee as soon as
reasonably practicable; and 


  

	 	(b)	 any altered ratio must take effect on the first Acquisition of Partnership Shares in relation to which Matching
Shares are to be awarded falling after the end of a period of 30 days from the date the Committee sent the notice. 


  

	9.7	 If the calculation of the number of Matching Shares to be awarded to a Participant gives a result that is not a
whole number: 


  

	 	(a)	 in that Award, the Participant will receive the largest whole number of Matching Shares that is less than the
entitlement (or no Matching Shares if the entitlement is less than one); and 


  

	 	(b)	 the entitlement to less than one Matching Share not reflected in that Award will be carried forward and added
to the entitlement to Matching Shares in the next (and if necessary, any subsequent) Awards of Matching Shares (if any). 


  

	9.8	 If a Participant withdraws from the relevant Partnership Share Agreement while entitled to receive less than
one Matching Share in a potential future Award under Rule 9.7(b), the Participant will not be compensated for the loss of that entitlement. 



  
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	10.	 ACQUISITION OF SHARES 



All Awards under the Plan shall be satisfied by existing Shares which are purchased by the Trustees on the open market at the best price
available or at arm’s length from any shareholder on the Acquisition Date. The Trustees shall not have the right to subscribe to the Company for newly issued Shares in order to satisfy an Award. The Trustees may purchase the beneficial interest
in Shares at the best consideration in money that can reasonably be obtained at the time of the sale from a Participant who has submitted a sale request in accordance with the Rules. 

 

	11.	 HOLDING PERIOD 



 

	11.1	 The Holding Period for Dividend Shares shall be a period of 3 years (or such other period as may from time to
time be specified under paragraph 67 of the Schedule), beginning with the Acquisition Date. 


  

	11.2	 The Committee must specify a Holding Period for each Award of Free Shares or Matching Shares. The Committee may
specify different Holding Periods for different Awards of Free Shares or Matching Shares, but may not increase any Holding Period once it has begun. 


  

	11.3	 A Participant’s obligations with respect to a Holding Period end if, during the Holding Period, the
Participant ceases to be employed by a Participating Company or any Associated Company (without then employed by any other company that is an Associated Company). 



 

	11.4	 During a Holding Period, every Participant who participates in the relevant Award of Free Shares, Matching
Shares or Dividend Shares must: 


  

	 	(a)	 allow those Plan Shares to remain in the hands of the Trustee; and 



 

	 	(b)	 not assign, charge or otherwise dispose of the beneficial interest in those Plan Shares. 



 

	11.5	 A Participant may during the Holding Period for Dividend Shares, Free Shares and/or Matching Shares direct the
Trustees: 


  

	 	(a)	 to accept an offer for any of their Dividend Shares, Free Shares and/or Matching Shares if the acceptance or
agreement shall result in a new holding being equated with their Dividend Shares, Free Shares and/or Matching Shares for the purposes of capital gains tax; or 



 

	 	(b)	 to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for
those Shares if the offer forms part of such a general offer as is mentioned in paragraph (c) below; or 


  

	 	(c)	 to accept an offer of cash, with or without other assets, for their Dividend Shares, Free Shares and/or
Matching Shares if the offer forms part of a general offer (which can be made to different shares by different means) which is made 


  

	 	(i)	 to holders of shares of the same class as their Dividend Shares, Free Shares and/or Matching Shares or to
holders of shares in the same company; and 


  

	 	(ii)	 in the first instance on a condition such that if it is satisfied the person making the offer shall have
control of that company, within the meaning of sections 450 and 451 of the CTA 2010; or 


  

	 	(d)	 to exercise a right arising under section 983 of the CA 2006 to require the offeror to acquire their Dividend
Shares, Free Shares and/or Matching Shares, in the case of a takeover offer (as defined in section 974 of the CA 2006) that relates to the Company and where the class or classes of shares to which the takeover offer relates includes the class of
their Shares; or 



  
 29 














	 	(e)	 to agree to a transaction affecting their Plan Shares or such of them as are of a particular class, if the
transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting: 


  

	 	(i)	 all of the ordinary share capital of the Company or, as the case may be, all the shares of the class in
question; or 


  

	 	(ii)	 all the shares, or all the shares of the class in question, which are held by a class of shareholders
identified otherwise than by reference to their employment or their participation in a plan which qualifies as a Schedule 2 SIP. 


  

	11.6	 Where a Participant is charged to tax in the event of their Dividend Shares ceasing to be subject to the Plan,
they shall be provided with the information required by paragraph 80(4) of the Schedule. 


  

	12.	 FORFEITURE PERIOD 



 

	12.1	 For each Award of Free Shares, the Committee may specify under the Free Share Agreement whether Rule 12.3 shall
apply to all of the Shares in that Award, and, if so, shall specify the Forfeiture Period. 


  

	12.2	 For each Award of Matching Shares, the Board may specify under the relevant Partnership Share Agreement whether
Rule 12.3 shall apply to all of the Shares in that Award and, if so, shall specify the Forfeiture Period. 


  

	12.3	 If this Rule 12.3 applies to any Free Shares and Matching Shares, they will be forfeited if, during the
Forfeiture Period, the Participant’s employment with a Participating Company or any Associated Company ends (and the Participant is not employed by any other company that is an Associated Company), unless the employment ends because of:



  

	 	(a)	 injury or disability; 



 

	 	(b)	 redundancy; 


  

	 	(c)	 a relevant transfer within the meaning of the Transfer or Undertakings (Protection of Employment) Regulations
2006; 


  

	 	(d)	 if the Participant is an employee of an Associated Company, a change of control or other circumstances as a
result of which it is no longer an Associated Company; 


  

	 	(e)	 retirement; or 


  

	 	(f)	 death. 


  

	12.4	 Free Shares and Matching Shares will be Forfeit if any Shares are withdrawn from the Plan (as described in
paragraph 96 of the Schedule) during the Forfeiture Period. 


  

	12.5	 The Forfeiture Period must not be linked to the performance of any individual. 



 

	13.	 COMPANY RECONSTRUCTIONS 



 

	13.1	 The following provisions of this Rule apply if there occurs in relation to any of a Participant’s Plan
Shares (referred to in this Rule as “the Original Holding”): 



  
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	 	(a)	 a transaction which results in a new holding (referred to in this Rule as “the New Holding”) being
equated with the Original Holding for the purposes of capital gains tax; or 


  

	 	(b)	 a transaction which would have that result but for the fact that what would be the new holding consists of or
includes a Qualifying Corporate Bond. 


  

	13.2	 If an issue of shares of any of the following description (in respect of which a charge to income tax arises)
is made as part of a company reconstruction, those shares shall be treated for the purposes of this Rule as not forming part of the New Holding: 


  

	 	(a)	 redeemable shares or securities issued as mentioned in paragraph C or D of section 1000(1) of CTA 2010;



  

	 	(b)	 share capital issued in circumstances such that section 1022(3) of CTA 2010 applies; or 



 

	 	(c)	 share capital to which section 410 of the Income Tax (Trading and Other Income) Act 2005 applies that is issued
in a case where subsection (2) or (3) of that section applies. 


  

	13.3	 In this Rule: 



“Corresponding Shares” in relation to any New Shares, means the Shares in respect of which the New Shares are issued or which the New
Shares otherwise represent; 
 “New Shares” means shares comprised in the New Holding which were issued in respect of, or otherwise
represent, shares comprised in the Original Holding. 
  

	13.4	 Subject to the following provisions of this Rule, references in this Plan to a Participant’s Plan Shares
shall be respectively construed, after the time of the company reconstruction, as being or, as the case may be, as including references to any New Shares. 


  

	13.5	 For the purposes of the Plan: 



 

	 	(a)	 a company reconstruction shall be treated as not involving a disposal of Shares comprised in the Original
Holding; and 


  

	 	(b)	 the date on which any New Shares are to be treated as having been appropriated to or acquired on behalf of the
Participant 


 shall be that on which Corresponding Shares were so appropriated or acquired. 

 

	13.6	 In the context of a New Holding, any reference in this Rule to shares includes securities and rights of any
description which form part of the New Holding for the purposes of Chapter II of Part IV of the Taxation of Chargeable Gains Act 1992. 


  

	14.	 RIGHTS ISSUES 



 

	14.1	 Any shares or securities allotted under Clause 11 of the Deed shall be treated as Plan Shares identical to the
shares in respect of which the rights were conferred. They shall be treated as if they were awarded to or acquired on behalf of the Participant under the Plan in the same way and at the same time as those Plan Shares in respect of which they are
allotted. 



  
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	14.2	 Rule 14.1 does not apply: 



 

	 	(a)	 to shares and securities allotted as the result of taking up a rights issue where the funds to exercise those
rights were obtained otherwise than by virtue of the Trustees disposing of rights in accordance with this Rule; or 


  

	 	(b)	 where the rights to a share issue attributed to Plan Shares are different from the rights attributed to other
ordinary shares of the Company. 


  

	15.	 LEAVERS 


  

	15.1	 If a Participant ceases to hold Relevant Employment, his Plan Shares shall immediately cease to be subject to
the Plan. Subject to Rule 15.2, the Trustees must within 90 days after such cessation transfer the legal title to any Plan Shares awarded to him or acquired on his behalf under the Plan. If and for so long as the Trustees retain any title to or
interest in such Shares, the Trustee shall hold such title or interest on bare trust for the Participant otherwise than in the Plan. 


  

	15.2	 If, in consequence of a Participant’s Plan Shares ceasing to be subject to the Plan, the Participant is
chargeable to income tax in accordance with Chapter 6 of Part 7 of ITEPA and primary class 1 (employee) NICs and an obligation to make a deduction under PAYE arises in respect of that charge, the Trustees may: 



 

	 	(a)	 accept a sum from the Participant; and/or 



 

	 	(b)	 dispose of sufficient of the Participant’s Shares to meet such liabilities on behalf of the Participant
(including but not limited to a purchase by the Trustees of the beneficial interest in such Shares). 


  

	15.3	 The Trustees shall pay to the Participant’s employer a sum which is sufficient to discharge its liability
to account for income tax and primary class 1 (employee) NICs under PAYE in respect of the Participant. If there is no employer to which PAYE then applies or HMRC is of the opinion that it is impracticable for the Participant’s employer to
account for the relevant amounts under PAYE, then the Trustees shall account for the same as if the Participant were a former employee of the Trustee. 


  

	15.4	 For the purposes of this Rule 15, in the event of a Participant’s death, references to a Participant shall
include references to his personal representatives. 


  

	16.	 DELEGATION OF ADMINISTRATIVE RESPONSIBILITIES 



 

	16.1	 Except as otherwise specifically provided, and to the extent that the board of directors of the Company has
delegated the authority to the Committee, the Plan shall be administered by the Committee in accordance with its terms and applicable law. The Committee shall have full and complete authority to interpret the Plan, to prescribe such rules and
regulations and to make such other determinations as it deems necessary or desirable for the administration for the Plan. The Committee may from time to time, subject to the terms of the Plan, delegate to officers or employees of the Company or to
third parties, the whole or any part of the administration of Plan shall determine the scope and terms and conditions of such delegation, including the authority to prescribe rules and regulations. Any interpretation, rule regulation or
determination made or other act of the Committee shall be final and binding on the Participants and their beneficiaries and legal representatives, the Company and its shareholders. 



 

	16.2	 No member of the Committee or the board of directors of the Company shall be liable for any action or
determination made in good faith pursuant to the Plan. To the full extent permitted by law, the Company shall indemnify and save harmless each person made, or threatened to be made, a party to any action or proceeding by reason of the fact that such
person is or was a member of the Committee or is or was a member of the board of directors of the Company and, as such, is or was required or entitled to take action pursuant to the terms of the Plan. 



  
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	17.	 ADMINISTRATION OF THE PLAN 



 

	17.1	 Each Participating Company (or persons authorised by the Company) shall provide the Trustees with all
information required from it for the purposes of the administration and determination of the Plan and shall do so in such form as the Trustees shall reasonably require and the Trustees may in good faith rely on such information without further
enquiry and in particular, but without prejudice to the generality of the foregoing, any notice given by a Participating Company (or persons authorised by the Company) to the Trustees in respect of the eligibility of any person to become or remain a
Participant in the Plan shall be conclusive in favour of the Trustees. 


  

	17.2	 The Trustees shall maintain such records as may be necessary to comply with the Schedule and any other
applicable legislation and shall at all times and from time to time give to each Participant such information as shall be in their possession to enable him to determine and quantify any liability he may have to income tax and primary class 1
(employee) NICs pursuant to the Schedule. 


  

	17.3	 If a Participant becomes liable to tax and primary class 1 (employee) NICs as a result of his participation in
the Plan the Trustees shall inform him of any facts relevant to determining that liability. 


  

	17.4	 The Trustees may arrange for the relevant Participating Companies to account to HM Revenue & Customs
or any other authority concerned for any amounts deducted from payments made pursuant to the Plan in respect of income tax, NICs or any other deductions required in accordance with Chapter 6 of Part 7 of ITEPA. Where there is no relevant
Participating Company in respect of a Participant the Trustees shall account to HM Revenue & Customs or any other authority concerned for any amounts of income tax, NICs or any other deductions required to be made in accordance with the
Schedule. 


  

	17.5	 The costs of establishing and administering the Plan shall be borne by the Company or all or any of the
Participating Companies, as the case may be. 



  
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 Appendix A 

[Partnership Share Agreement] 

  
 34