Exhibit 4.3


 




	
  

  	
   

  	
  LIMITED LIABILITY
  PARTNERSHIP

  






 


 






 


THE DIAGEO 2001 SHARE INCENTIVE PLAN


 






 


Ref:  RTT/G1535/00417


Inland Revenue:  A1347


 


Adopted:  5 September 2001


Approved:  3 October 2001


Amended:  17 April 2002


Amended: 20
October 2004


Amended:  7 February 2007


Amended by the shareholders of the Company: 14 October 2010


 

















 


CONTENTS


 


	
  Rule

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Purpose Of The Plan

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Eligibility Of Individuals

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Participation On Same Terms

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Limits

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Alterations And Additions

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Miscellaneous

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Free Shares

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Partnership Shares

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Matching Shares

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Dividend Shares

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Company Reconstructions

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Rights Issues

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Appendix
  A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Free
  Share Agreement

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Appendix B

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Partnership
  Share Agreement

  	
   

  	
  24

  



 

















 


THE DIAGEO 2001 SHARE
INCENTIVE PLAN


 


1.                                 DEFINITIONS


 


1.1                           In this Plan, unless the context otherwise requires:


 


“Accumulation Period”
means in relation to Partnership Shares, a period specified by the Board not
exceeding twelve months during which the Trustees accumulate a Qualifying
Employee’s Partnership Share Money before purchasing Partnership Shares or
repaying it to the employee;


 


“Acquisition Date”
means:


 


(a)                                      in relation to Partnership Shares, where there is no Accumulation
Period, the date set by the Trustees in relation to the Award, being a date
within 30 days after the last date on which the Partnership Share Money to be
applied in purchasing the Partnership Shares was deducted;


 


(b)                                     in relation to Partnership Shares, where there is an Accumulation
Period, the date set by the Trustees in relation to the Award, being a date
within 30 days after the end of the Accumulation Period which applies in
relation to the Award; and


 


(c)                                      in relation to Dividend Shares, the date set by the Trustees in relation
to the acquisition of such Shares, being a date within 30 days after the
dividend is received by them;


 


“Associated Company”
has the same meaning as in section 416 of the Taxes Act 1988;


 


“Award Date”
means in relation to Free Shares or Matching Shares, the date on which such
Shares are awarded;


 


“Award” means:


 


(a)                                      in relation to Free Shares and Matching Shares, the appropriation of
Free Shares and Matching Shares in accordance with the Plan; and


 


(b)                                     in relation to Partnership Shares, the purchase of Partnership Shares on
behalf of Qualifying Employees in accordance with the Plan.


 


“the Board”
means the board of directors of the Company or a committee appointed by them;


 


“Capital Receipt”
has the same meaning as in paragraph 79 of the Schedule;


 


“Close Company”
has the same meaning as in section 414 of the Taxes Act 1988;


 


“the Company”
means Diageo plc;


 


“Control” has
the same meaning as in Section 840 of the Taxes Act 1988;


 


“Dealing Day”
means a day on which the Stock Exchange is open for business;


 


1

















 


“the Deed” means
the trust instrument intended to be made following the adoption of the Plan by
the Company in connection with the Plan;


 


“Dividend Shares”
means Shares purchased on behalf of a Participant from reinvestment of
dividends under Part D of the Plan and which are subject to the Plan;


 


“Forfeiture Period”
means the period of three years beginning with the Award Date;


 


“Free Share Agreement”
means an agreement in the terms set out in Appendix A;


 


“Free Shares”
means Shares awarded under Part A of the Plan which are subject to the
Plan;


 


“Group Plan”
means the Plan as established by the Company and extending to its Subsidiaries
which are Participating Companies;


 


“Holding Period”
means:


 


(a)                                      in relation to Free Shares, the period specified by the Board as
mentioned in Rule 8.13;


 


(b)                                     in relation to Matching Shares, the period specified by the Board as
mentioned in Rule 10.5; and


 


(c)                                      in relation to Dividend Shares, the period of three years from the
Acquisition Date;


 


“Initial Market Value”
means the Market Value of a Share on an Award Date and, where the Share is
subject to a restriction or risk of forfeiture, the Market Value shall be
determined without reference to that restriction or risk;


 


“Market Value”
means on any day:


 


(a)                                      if the Shares have been admitted to the Daily Official List of the Stock
Exchange, the average of the middle market quotations of a Share as derived
from the Daily Official List of the Stock Exchange for the three immediately
preceding Dealing Days;


 


(b)                                     if the Shares have not been admitted to the Daily Official List of the
Stock Exchange, 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 the Inland Revenue Shares Valuation
Division on or before that day; or


 


(c)                                      in relation to Shares purchased with Partnership Share Money other than
by way of subscription, the actual purchase cost of the Shares provided that
all the Shares are acquired on the same date as they are awarded as Partnership
Shares;


 


(d)                                     In relation to Matching Shares which relate to Partnership Shares which
have been purchased in accordance with paragraph (c) above, the Market
Value of


 


2

















 


each Matching Share shall be the same as the Market Value of each
Partnership Share acquired on that date(1);


 


“Matching Shares”
means Shares awarded under Part C of the Plan and which are subject to the
Plan;


 


“Material Interest”
has the same meaning as in paragraph 15 of the Schedule;


 


“NICs” means
National Insurance contributions;


 


“Participant”
means an individual who has received under the Plan an Award of Free Shares,
Matching Shares or Partnership Shares, or on whose behalf Dividend Shares have
been acquired;


 


“Participating Company”
means the Company and such of its Subsidiaries as have executed deeds of
adherence to the Plan under clause 14 of the Deed;


 


“Partnership Shares”
means Shares awarded under Part B of the Plan and which are subject to the
Plan;


 


“Partnership Share
Agreement” means an agreement in the terms set out in Appendix B;


 


“Partnership Share Money”
means money deducted from a Qualifying Employee’s Salary pursuant to a
Partnership Share Agreement and held by the Trustees to purchase Partnership
Shares or to be returned to such a person;


 


“PAYE” means the
requirements of Pay As You Earn as prescribed by sections 203 to 203L of the
Taxes Act 1988 or regulations under section 203 of that Act;


 


“Performance Allowances”
means the criteria for an Award of Free Shares where:


 


(a)                                      whether Shares are awarded; or


 


(b)                                     the number or value of Shares awarded


 


is conditional on
performance targets being met;


 


“the Plan” means
the Diageo 2001 Share Incentive Plan;


 


“Plan Shares”
means:


 


(a)                                      Free Shares, Matching Shares or Partnership Shares awarded to
Participants;


 


(b)                                     Dividend Shares acquired on behalf of Participants; and


 


(c)                                      shares in relation to which paragraph 115(5) (company
reconstructions: new shares) of the Schedule applies, in each case
that remain subject to the Plan;


 


“Plan Termination Notice”
means a notice issued under paragraph 120 of the Schedule;


 






(1)  Paragraph (d) of definition of
Market Value added with effect from 17 April 2002.


 


3

















 


“Profit Sharing Scheme”
means a profit-sharing scheme approved by the Board of Inland Revenue under
Schedule 9 of the Taxes Act 1988;


 


“Qualifying Company”
means:


 


(a)                                      a company that is a Participating Company at the end of the Qualifying
Period; or


 


(b)                                     a company that when the individual was employed by it was a
Participating Company; or


 


(c)                                      a company that when the individual was employed by it was an Associated
Company of


 


(i)                        a
company qualifying under paragraph (a) or (b); or


 


(ii)                     another
company qualifying under paragraph 14 of the Schedule;


 


“Qualifying Corporate Bond”
has the same meaning as in section 117 of the Taxation of Chargeable Gains Act
1992;


 


“Qualifying Employee”
means an employee who must be invited to participate in an award in accordance
with Rule 3.6 and any employee who the Company has invited in accordance with
Rule 3.7;


 


“Qualifying Period”
means:


 


(a)                                        in the case of Free Shares, 18 months before the Award
is made or such other period not exceeding that period as the Board may
determine in relation to the Award;


 


(b)                                       in the case of Partnership Shares and Matching Shares
where there is an Accumulation Period, 6 months before the start of the
Accumulation Period or such other period not exceeding that period as the Board
may determine in relation to the Award; and


 


(c)                                        in the case of Partnership Shares and Matching Shares
where there is no Accumulation Period, 18 months before the deduction of
Partnership Share Money relating to the Award or such other period not
exceeding that period as the Board may determine in relation to the Award;


 


“Redundancy” has
the same meaning as in the Employment Rights Act 1996;


 


“Relevant Employment”
means employment by the Company or any Associated Company;


 


“Retirement Age”
means age 50;


 


“Salary” has the
same meaning as in paragraph 48 of the Schedule;


 


“the Schedule”
means Schedule 8 to the Finance Act 2000;


 


4

















 


“Shares” means
ordinary shares in the capital of the Company which comply with the conditions
set out in paragraph 59 of the Schedule;


 


“the Stock Exchange”
means the London Stock Exchange plc;


 


“Subsidiary”
means a body corporate which is a subsidiary of the Company (within the meaning
of section 736 of the Companies Act 1985) and of which the Company has Control;


 


“Tax Year” means
a year beginning on 6 April and ending on the following 5 April;


 


“Taxes Act”
means the Income and Corporation Taxes Act 1988;


 


“the Trustees”
means the trustees or trustee for the time being of the Deed;


 


“the Trust Fund”
means 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;


 


“the Trust Period”
means the period of 80 years beginning with the date of the Deed.


 


1.2                           Any reference in this Plan to any enactment includes a reference to that
enactment as from time to time modified, extended or re-enacted.


 


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                           Expressions in italics are for guidance only and do not form part of the
Plan.


 


2.                                 PURPOSE
OF THE PLAN


 


The purpose of the Plan is to enable employees
of Participating Companies to acquire Shares in the Company which give them a
continuing stake in the Company.


 


3.                                 ELIGIBILITY
OF INDIVIDUALS


 


3.1                           Subject to Rule 3.4, individuals may participate in an Award only
if:


 


3.1.1                            they are employees of a Participating Company;


 


3.1.2                            they have been employees of a Qualifying Company at
all times during any Qualifying Period;


 


3.1.3                            they are eligible on the relevant date(s) as set
out in Rule 3.5; and


 


3.1.4                            they do not fail to be eligible under either or both
of Rules 3.2 or 3.3.


 


3.2                           Individuals are not eligible to participate in an Award of Shares if
they have, or within the preceding twelve months have had, a Material Interest
in:


 


3.2.1                            a Close Company whose Shares may be appropriated or
acquired under the Plan; or


 


5

















 


3.2.2         a company which has Control of such a company or is a member of a
consortium which owns such a company.


 


3.3                           Individuals are not eligible to participate in an Award of Free Shares
in any Tax Year if in that Tax Year:


 


3.3.1         they have been awarded shares under a Profit-Sharing Scheme established
by the Company or a Connected Company, or are to be awarded such shares at the
same time; or


 


3.3.2         they have participated in (or are at the same time to participate in)
another plan established by the Company or a Connected Company and approved
under the Schedule, or if they would have participated in such a plan but for
their failure to meet the relevant Performance Allowances.


 


3.4         Individuals are not eligible to participate in an
Award of Partnership Shares or Matching Shares in any Tax Year if in that Tax
Year they have participated in (or are at the same time to participate in)
another plan established by the Company or a Connected Company and approved
under the Schedule, or if they would have participated in such a plan but for
their failure to meet the relevant Performance Allowances.


 


3.5                           The relevant dates mentioned in Rule 3.1.3 are:


 


3.5.1         in the case of Free Shares, the date on which the Award of such shares
is made;


 


3.5.2         in the case of Partnership Shares or Matching Shares where there is no
Accumulation Period, the date on which the Partnership Share Money relating to
the Award is deducted; and


 


3.5.3         in the case of Partnership Shares or Matching Shares where there is an
Accumulation Period, the date on which the Partnership Share Money relating to
the Award is first deducted.


 


Employees who must be
invited to participate in Awards


 


3.6                           Individuals shall be invited to participate in the Plan if they meet the
requirements in Rule 3.1 and are chargeable to tax under Case I of
Schedule E in respect of their employment.


 


Employees who may be
invited to participate in Awards


 


3.7                           The Board may also invite any employee who meets the requirements in Rule 3.1
to participate in the Plan.


 


6

















 


4.                                 PARTICIPATION
ON SAME TERMS


 


4.1         Subject to Rule 8.11, every Qualifying Employee
who is invited to participate in this Plan shall be invited to participate on
the same terms and those who do participate shall do so on the same terms.


 


4.2         The Company may make an Award of Free Shares to
Qualifying Employees by reference to their remuneration, length of service or
hours worked.


 


4.3         The Company may make an Award of Free Shares to
Qualifying Employees by reference to their performance as set out in Rule 8.5.


 


5.                                 LIMITS


 


5.1         No Shares shall be issued to the Trustees under the
Plan in any calendar year which would, at the time they are issued, cause the
aggregate of:


 


5.1.1                            the number of Shares issued under the Plan in the
period of 10 calendar years ending with that year; and


 


5.1.2         the number of Shares which shall have been or may be issued in pursuance
of options granted in that period, or shall have been granted in that period
otherwise than in pursuance of options, under any employees’ share scheme
adopted by the Company,


 


to exceed such number as represents 10% of the
ordinary share capital of the Company in issue at that time.


 


5.2         Any treasury shares held by the Company which are
transferred to the Trustees under the Plan shall be treated as issued for the
purposes of the limit in Rule 5.1 above.


 


5.3                           No Awards shall be made after 13 October 2020.


 


6.                                 ALTERATIONS
AND ADDITIONS


 


6.1                           Subject to Rule 6.2, the Board may, with the Trustees’ written
consent, at any time alter this Plan in any respect provided that, if such an
alteration is made at a time when this Plan is approved by the Inland Revenue
under the Schedule, any alteration to a “key feature” (as defined in paragraph
118(3)(a) of the Schedule) shall not have effect unless and until the
written approval of the Inland Revenue has been obtained in accordance with
paragraph 4 of the Schedule.


 


6.2                           No alteration to the advantage of the persons who may participate in the
Plan shall be made under Rule 6.1 to the provisions concerning
eligibility, the individual limits on participation, the overall limits on the
issue of shares under the Plan, the basis of determining how many shares
employees receive and the adjustments that may be made following a rights issue
or any other variation of capital without the prior approval by ordinary
resolution of the members of the Company in general meeting.


 


6.3                           Rule 6.2 shall not apply to any minor alteration to benefit the
administration of the Plan, to take account of a change in legislation or to
obtain or maintain favourable tax,


 


7

















 


exchange control or regulatory treatment for Participants, the Company,
the trustees or any subsidiary.


 


7.                                 MISCELLANEOUS


 


7.1         The rights and obligations of any individual under the
terms of his employment with the Company or a Subsidiary shall not be affected
by his participation in this Plan or any right which he may have to participate
in it, and an individual who participates in it shall waive all and any rights
to compensation or damages in consequence of the termination of his employment
for any reason whatsoever insofar as those rights arise or may arise from his
ceasing to have rights under this Plan as a result of such termination.


 


7.2         Except where required by law, no money or money’s
worth received by any individual under this Plan shall form part of his
remuneration for any purpose whatsoever.


 


7.3         In the event of any dispute or disagreement as to the
interpretation of this Plan, or as to any question or right arising from or
related to this Plan, the decision of the Board shall be final and binding upon
all persons.


 


7.4         Any notice or other communication under or in
connection with this Plan may be given in such manner as the Board consider to
be appropriate which may include communication by email or intranet or by
personal delivery or by sending the same by post, in the case of a company to
its registered office, and in the case of an individual to his last known
address, or, where he is an employee of the Company or a Subsidiary, either to
his last known address or to the address of the place of business at which he
performs the whole or substantially the whole of the duties of his employment.


 


8
















 


PART A


 


8.           FREE SHARES


 


8.1         Every Qualifying Employee shall enter into an
agreement with the Company (a “Free Share Agreement”) in the terms of the draft
in Appendix A.


 


8.2         The Trustees, acting with the prior consent of the
Board, may from time to time award Free Shares.


 


8.3         The number of Free Shares to be awarded by the
Trustees to each Qualifying Employee on an Award Date shall be determined by
the Board in accordance with this Rule 8.


 


Maximum annual Award


 


8.4         The Initial Market Value of the Shares awarded to a
Qualifying Employee in any Tax Year shall not exceed £3,000 or such other limit
as may be permitted by the Schedule from time to time.


 


Allocation of Free Shares
by reference to performance


 


8.5         The Board may stipulate that the number of Free Shares
(if any) to be awarded to each Qualifying Employee on a given Award Date shall
be determined by reference to Performance Allowances.


 


8.6         If Performance Allowances are used, they shall apply
to all Qualifying Employees.


 


8.7         Where Performance Allowances are used:


 


8.7.1                            they shall be determined by reference to such fair and
objective criteria (performance targets) relating to business results or such
other objective criteria as the Board shall determine over such period as the
Board shall specify; and


 


8.7.2                            performance targets shall be set for performance units
of one or more employees (provided that an employee shall not be a member of
more than one performance unit).


 


8.8         Where the Board decides to use Performance Allowances
it shall, as soon as reasonably practicable:


 


8.8.1                            notify each employee participating in the Award of the
performance targets and measures which, under the Plan, shall be used to
determine the number or value of Free Shares awarded to him; and


 


8.8.2                            notify all Qualifying Employees of any Participating
Company, in general terms, of the performance targets and measures to be used
to determine the number or value of Free Shares to be awarded to each
Participant in the Award


 


9

















 


provided that the Board may exclude from such
notice any information the disclosure of which the Board reasonably considers
would prejudice commercial confidentiality.


 


8.9         The Board shall determine the number of Free Shares
(if any) to be awarded to each Qualifying Employee by reference to performance
using Method 1 (Rules 8.10 and 8.11) or Method 2 (Rule 8.12).  The same method shall be used for all
Qualifying Employees for each Award.


 


Performance Allowances:
method 1


 


8.10       Subject to Rule 8.11, by this method:


 


8.10.1       at least 20% of Free Shares awarded in any performance period shall be
awarded without reference to performance;


 


8.10.2       the remaining Free Shares shall be awarded by reference to performance;
and


 


8.10.3       the highest Award made to an individual by reference to performance in
any period shall be no more than four times the highest Award to an individual
without reference to performance.


 


8.11       If this method is used:


 


8.11.1       the Free Shares awarded without reference to performance (Rule 8.10.1)
shall be awarded on the same terms as mentioned in Rule 4; and


 


8.11.2       the Free Shares awarded by reference to performance (Rule 8.10.2)
need not be allocated on the same terms as mentioned in Rule 4.


 


Performance Allowances:
method 2


 


8.12       By this method:


 


8.12.1       some or all Free Shares shall be awarded by reference to performance;


 


8.12.2       the Award of Free Shares to Qualifying Employees who are members of the
same performance unit shall be made on the same terms as mentioned in Rule 4;
and


 


8.12.3       Free Shares awarded for each performance unit shall be treated as
separate Awards.


 


Holding Period for Free
Shares


 


8.13       The Board shall, in relation to each Award Date,
specify a Holding Period throughout which a Participant shall be bound by the
terms of the Free Share Agreement.


 


8.14       The Holding Period shall, in relation to each Award,
be a specified period of not less than three years nor more than five years (or
such other periods required by paragraph 31 of the Schedule from time to time),
beginning with the Award Date and shall be the


 


10

















 


same for all Participants who receive an Award at the same time.  The Holding Period shall not be increased in
respect of Free Shares already awarded under the Plan.


 


8.15       A Participant may during the Holding Period direct the
Trustees:


 


8.15.1       to accept an offer for any of his Free Shares if the acceptance or
agreement shall result in a new holding being equated with those shares for the
purposes of capital gains tax; or


 


8.15.2       to accept an offer of a Qualifying Corporate Bond (whether alone or with
other assets or cash or both) for his Free Shares if the offer forms part of
such a general offer as is mentioned in Rule 8.15.3; or


 


8.15.3       to accept an offer of cash, with or without other assets, for his Free
Shares if the offer forms part of a general offer which is made to holders of
shares of the same class as his shares, or to holders of shares in the same
company and which is made 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 section 416 of the Taxes Act 1988; or


 


8.15.4       to agree to a transaction affecting his Free 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:


 


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


 


(b)                    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 approved under the Schedule.


 


11

















 


PART B


 


9.           PARTNERSHIP SHARES


 


9.1         The Board may at any time invite every Qualifying
Employee to enter into an agreement with the Company (a “Partnership Share
Agreement”) in the terms of the draft in Appendix B.


 


9.2         Partnership Shares shall not be subject to any
provision under which they may be forfeit.


 


Maximum amount of
deductions


 


9.3         The amount of Partnership Share Money deducted from an
employee’s Salary shall not exceed £125 in any month (or such other maximum
amount as may for the time being be permitted by paragraph 36(1)(a) of the
Schedule).  If the Salary is not paid
monthly, such limit shall be calculated proportionately.


 


9.4         The amount of Partnership Share Money deducted from a
Participant’s Salary over an Accumulation Period shall not exceed 10% (or such
other maximum amount as may for the time being be permitted by paragraph 36(1)(a) of
the Schedule) of the total of the payments of Salary made to the Participant
over that Accumulation Period or if there is no Accumulation Period, 10% (or
such other maximum amount as may for the time being be permitted by paragraph
36(1)(a) of the Schedule) of the Salary payment from which the deduction
is made.


 


9.5         Any amount deducted in excess of that allowed by Rule 9.3
or 9.4 shall be paid over to the relevant employee, subject to both deduction
of income tax under PAYE and NICs, as soon as practicable.


 


Minimum amount of
deductions


 


9.6         The minimum amount to be deducted under the
Partnership Share Agreement in any month 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 such other minimum amount as may for the time being be
permitted by paragraph 37(2) of the Schedule).


 


Notice of possible effect
of deductions on benefit entitlement


 


9.7         Every Partnership Share Agreement shall contain a
notice under paragraph 38 of the Schedule.


 


Restriction imposed on
number of Shares awarded


 


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


 


12

















 


9.9         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.


 


9.10       The notification in Rule 9.9 shall be given:


 


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


 


9.10.2       if there is an Accumulation Period, before the beginning of the
Accumulation Period relating to the Award.


 


Plan with no Accumulation
Period


 


9.11       If there is no Accumulation Period, the Trustees shall
apply Partnership Share Money to purchase Shares on behalf of the Qualifying
Employee on the Acquisition Date.  The
number of Shares awarded to each Participant shall be determined in accordance
with the Market Value of the Shares on that date.


 


Plan with Accumulation
Period


 


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


 


9.13       The number of Shares acquired on behalf of each
Participant shall be determined by reference to the lower of:


 


9.13.1       the Market Value of the Shares at the beginning of the Accumulation
Period; and


 


9.13.2       the Market Value of the Shares on the Acquisition Date.


 


9.14       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 Participant 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.


 


Surplus Partnership Share
Money


 


9.15       Any surplus Partnership Share Money remaining after
the purchase of Shares by the Trustees:


 


9.15.1       may, with the agreement of the Participant, be carried forward to the
next deduction (where there is no Accumulation Period) or to the next
Accumulation Period (where there is an Accumulation Period); and


 


9.15.2       in any other case, shall be paid over to the Participant, subject to
both deduction of income tax under PAYE and NICs, as soon as practicable.


 


13

















 


Scaling down


 


9.16       If the Company receives applications for Partnership
Shares exceeding the Award maximum determined in accordance with Rule 9.8
then the following steps shall be taken in sequence until the excess is
eliminated.


 


Step 1.                  the excess of the monthly deduction chosen by each
applicant over the amount specified in accordance with Rule 9.6 shall be
reduced pro rata;


 


Step 2.                all monthly deductions shall be reduced to the amount
specified in accordance with Rule 9.6;


 


Step 3.                applications shall be selected by lot, each based on a
monthly deduction of the amount specified in accordance with Rule 9.6.


 


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.


 


Withdrawal from Partnership
Share Agreement


 


9.17       An employee may withdraw from a Partnership Share
Agreement at any time by notice in writing to the Company.  Unless a later date is specified in the
notice, such a notice shall take effect 30 days after the 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 NICs.


 


Repayment of Partnership
Share Money on withdrawal of approval or Termination


 


9.18       If approval to the Plan is withdrawn or 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 NICs.


 


14

















 


PART C


 


10.         MATCHING SHARES


 


10.1       The Partnership Share Agreement sets out the basis on
which a Participant is entitled to Matching Shares in accordance with this Part C
of the Plan.


 


General requirements for
Matching Shares


 


10.2       Matching Shares shall:


 


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


 


10.2.2       subject to Rule 10.4, be awarded on the same day as the Partnership
Shares to which they relate are acquired on behalf of the Participant; and


 


10.2.3                      be awarded to all Participants on exactly the same
basis.


 


Ratio of Matching Shares to
Partnership Shares


 


10.3       The Partnership Share Agreement shall specify the
ratio of Matching Shares to Partnership Shares for the time being offered by
the Company and that ratio shall not exceed 2:1.  The Board may vary the ratio before
Partnership Shares are acquired. 
Employees shall be notified of the terms of any such variation before
the Partnership Shares are awarded under the Partnership Share Agreement.


 


10.4       If the Partnership Shares on the day on which they are
awarded under the Partnership Share Agreement are not sufficient to produce a
Matching Share, the match shall be made when sufficient Partnership Shares have
been acquired to allow at least one Matching Share to be appropriated.


 


Holding Period for Matching
Shares


 


10.5       The Board shall, in relation to each Award Date,
specify a Holding Period throughout which a Participant shall be bound by the
terms of the Partnership Share Agreement.


 


10.6       The Holding Period shall, in relation to each Award,
be a specified period of not less than three years nor more than five years (or
such other periods required by paragraph 31 of the Schedule from time to time),
beginning with the Award Date and shall be the same for all Participants who receive
an Award at the same time.  The Holding
Period shall not be increased in respect of Matching Shares awarded under the
Plan.


 


10.7       A Participant may during the Holding Period direct the
Trustees:


 


10.7.1       to accept an offer for any of his Matching Shares if the acceptance or
agreement shall result in a new holding being equated with those original
Shares for the purposes of capital gains tax; or


 


15

















 


10.7.2       to accept an offer of a Qualifying Corporate Bond (whether alone or with
other assets or cash or both) for his Matching Shares if the offer forms part
of such a general offer as is mentioned in paragraph 10.7.3; or


 


10.7.3       to accept an offer of cash, with or without other assets, for his
Matching Shares if the offer forms part of a general offer which is made to
holders of shares of the same class as his Shares or to the holders of shares
in the same company, and which is made 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 section 416 of the Taxes Act 1988; or


 


10.7.4       to agree to a transaction affecting his Matching 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;


 


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


 


(b)       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 approved
under the Schedule.


 


10.8       Matching Shares shall be forfeited by a Participant
and shall thereupon be held by the Trustees subject to the Plan available for
future awards of Free Shares or Matching Shares for other eligible individuals
if:


 


(i)                                         the Participant withdraws the Partnership Shares in respect of which the
Matching Shares were awarded from the Plan in the Forfeiture Period; or


 


(ii)                                      the Participant ceases to be in Relevant Employment at any time in the
Forfeiture Period other than


 


(a)                     because
of injury or disability;


 


(b)                    on
being dismissed by reason of redundancy;


 


(c)       by reason of a transfer to which the Transfer of
Undertaking (Prohibition of Employment) Regulations 1981 apply;


 


(d)       by reason of a change in control or other
circumstances ending the Associated Company status of the company by which he
is employed;


 


(e)                     by
reason of retirement on or after he reaches Retirement Age; or


 


(f)                       on
his death.


 


16

















 


PART D


 


11.         DIVIDEND SHARES


 


Reinvestment of cash
dividends


 


11.1       The Free Share Agreement or Partnership Share
Agreement, as appropriate, shall set out the rights and obligations of
Participants receiving Dividend Shares under the Plan.


 


11.2       The Board 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.


 


11.3       Dividend Shares shall be Shares:


 


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


 


11.3.2                      which are not subject to any provision for forfeiture.


 


11.4       The Board may decide to:


 


11.4.1                      apply all Participants’ dividends, up to the limit
specified in Rule 11.6, to acquire Dividend Shares;


 


11.4.2                      to pay all dividends in cash to all Participants; or


 


11.4.3                      to offer Participants the choice of either 11.4.1 or
11.4.2.


 


11.5       The Board may revoke any direction for reinvestment of
cash dividends.


 


11.6       The amount applied by the Trustees in acquiring
Dividend Shares shall not exceed £1,500 in each Tax Year (or such other limit
specified from time to time in paragraph 54(1) of the Schedule).  For the purposes of this Rule 11, the
Dividend Shares are those acquired under this Plan and those acquired under any
other plan approved under the Schedule. 
In exercising their powers in relation to the acquisition of Dividend
Shares the Trustees must treat Participants fairly and equally.


 


11.7       If the amounts received by the Trustees exceed the
limit in Rule 11.6, the balance shall be paid to the participant as soon
as practicable.


 


11.8       The Trustees shall apply all the cash dividend to
purchase Shares on behalf of the Participant on the Acquisition Date.  The number of Dividend Shares purchased 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


 


11.9       Subject to Rule 11.7, any amount that is not
reinvested:


 


11.9.1                      because the amount of the cash dividend is
insufficient to acquire a Share; or


 


11.9.2                      because there is an amount remaining after acquiring
the Dividend Shares;


 


17

















 


may be retained by the Trustees and carried
forward to be added to the amount of the next cash dividend to be reinvested.


 


11.10     If, during the period of three years beginning with
the date on which the dividend was paid:


 


11.10.1                it is not reinvested; or


 


11.10.2                the Participant ceases to be in Relevant Employment;
or


 


11.10.3                a Plan Termination Notice is issued


 


the amount 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
section 234A(4) to (11) of the Taxes Act 1988 (information
relating to distributions to be provided by nominee) as if it were a
payment to which sub-section 4(b) of that section applies.


 


Holding Period for Dividend
Shares


 


11.11     The Holding Period shall be a period of three years,
beginning with the Acquisition Date.


 


11.12     A Participant may during the Holding Period direct the
Trustees:


 


11.12.1     to accept an offer for any of his Dividend Shares if the acceptance or
agreement shall result in a new holding being equated with those shares for the
purposes of capital gains tax; or


 


11.12.2     to accept an offer of a Qualifying Corporate Bond (whether alone or with
other assets or cash or both) for his Dividend Shares if the offer forms part
of such a general offer as is mentioned in paragraph 11.12.3; or


 


11.12.3     to accept an offer of cash, with our without other assets, for his
Dividend Shares if the offer forms part of a general offer which is made to holders
of shares of the same class as his shares or to holders of shares in the same
company, and which is made 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 section 416 of the Taxes Act 1988; or


 


11.12.4     to agree to a transaction affecting his Dividend 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;


 


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


 


(b)                    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 approved under the Schedule.


 


18

















 


11.13     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 specified in section 234A(4) to (11) of the Taxes Act 1988 (information relating to distributions to be provided by nominee)
as if it were a payment to which sub-section 4(b) of that section applies.


 


19
















 


PART E


 


12.         COMPANY
RECONSTRUCTIONS


 


12.1       The following
provisions of this Rule 12 apply if there occurs in relation to any of a
Participant’s Plan Shares (referred to in this Rule 12 as “the Original
Holding”):


 


12.1.1       a transaction which results in a new holding (referred to in this Rule 12
as “the New Holding”) being equated with the Original Holding for the purposes
of capital gains tax; or


 


12.1.2       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.


 


12.2       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:


 


12.2.1       redeemable shares or securities issued as mentioned in section 209(2)(c) of
the Taxes Act 1988;


 


12.2.2       share capital issued in circumstances such that section 210(1) of
the Taxes Act 1988 applies; or


 


12.2.3       share capital to which section 249 of the Taxes Act 1988 applies.


 


12.3       In this Rule 12:


 


“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.


 


12.4       Subject to the
following provisions of this Rule 12, 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.


 


12.5       For the purposes of
the Plan:


 


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


 


12.5.2       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.


 


12.6       In the context of a
New Holding, any reference in this Rule 12 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.


 


20

















 


13.         RIGHTS
ISSUES


 


13.1       Any shares or
securities allotted under clause 10 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 shares.


 


13.2       Rule 12.1 does
not apply:


 


13.2.1       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


 


13.2.2       where the rights to a share issue attributed to Plan Shares are
different from the rights attributed to other ordinary shares of the company.


 


 


CLIFFORD
CHANCE LLP


200
Aldersgate Street


London


EC1A 4JJ


 


21

















 


APPENDIX A


 


The Diageo 2001 Share
Incentive Plan (“the Plan”): Free Share Agreement


 


PLEASE USE BLOCK CAPITALS
AND READ THE WHOLE OF THE AGREEMENT BEFORE SIGNING BELOW


 


This agreement is between:


 


	
   

  Participant (“the
  Participant)

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Home Address:

  	
   

  
	
   

  	
   

  
	
  Payroll Number:

  	
   

  
	
   

  	
   

  
	
   

  Company (“the Company”)

  	
   

  
	
   

  	
   

  
	
  Name: Diageo plc

  	
   

  
	
   

  	
   

  
	
  Registered Address: 8 Henrietta Place,
  London, W1G 0NB

  	
   

  
	
   

  	
   

  
	
  Registered Number: 23307

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


This agreement sets out the terms on which the
Participant agrees to take part under the terms of the Plan and is subject to
the rules of the Plan.


 


The definitions in the Plan Rules apply to
this agreement:


 


PARTICIPANT


 


1.           I
agree to accept the Free Shares in Diageo plc awarded to me under the Plan.


2.           I
agree to leave the Free Shares in the hands of the Trustees, and not to assign,
charge or otherwise dispose of my beneficial interest in the shares for the
whole of the Holding Period of [insert time - not less
than 3 and not more than 5 years].


3.           I
have read this agreement and agree to be bound by it and by the rules of
the Plan.


 


COMPANY


 


4.           The
Company agrees to arrange for shares in Diageo plc to be awarded and bought for
me, according to the rules of the Plan.


5.           [Insert
the terms (or a cross reference to an explanation of the terms) on which the
Free Shares will be awarded].


 


 


	
  Signature:

  	
   

  	
   

  	
  Date:

  	
  /

  	
  /

  



 


22

















 


Rights and Obligations


 


6.           I
agree that taking part in the Plan does not affect my rights, entitlements and
obligations under my contract of employment, and does not give me any rights or
additional rights to compensation or damages if my employment ceases.


7.           I
may ask the Trustees for my Free Shares at any time after the end of the
Holding Period, but I may have to pay income tax and National Insurance
Contributions when they are taken out of the Plan.


8.           I
agree to allow the Trustees to sell some or all of my shares to pay any income
tax and National Insurance Contributions in respect of my shares ceasing to be
subject to the Plan, unless I provide them in advance with sufficient funds to
pay these amounts.


9.           If
there is a rights issue, I agree to allow the Trustees to sell some of the
rights attached to my shares in the Plan, in order to fund the exercise of the
rights attached to other shares held by me in the Plan.


10.         I
can at any time withdraw from this agreement, by writing to my employer.


11.         I
agree that withdrawal from this agreement will not affect the terms on which I
agreed to accept any shares that have already been awarded to or bought for me
under the terms of the Plan.


12.         I
understand that my obligations during the Holding Period will end:


(a)           if I cease to be in Relevant Employment;


(b)           if the Company terminates the Plan in accordance with
Clause 21 of the Deed and I have consented to the transfer of the Shares to me.


13.         I
understand that my obligations under the Holding Period are subject to:


(a)           the right of the Trustees to sell my shares to meet
PAYE obligations;


(b)           the Trustees accepting at my direction an offer for my
shares in accordance with the Plan.


 


23

















 


APPENDIX
B


 


The
Diageo 2001 Share Incentive Plan (“the Plan”): Partnership Share Agreement


 


PLEASE USE BLOCK CAPITALS
AND READ THE WHOLE OF THE AGREEMENT BEFORE SIGNING BELOW


 


This agreement is between:


 


	
   

  Participant (“the
  Participant)

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Home Address:

  	
   

  
	
   

  	
   

  
	
  Payroll Number:

  	
   

  
	
   

  	
   

  
	
   

  Company (“the Company”)

  	
   

  
	
   

  	
   

  
	
  Name: Diageo plc

  	
   

  
	
   

  	
   

  
	
  Registered Address: 8 Henrietta Place,
  London, W1G 0NB

  	
   

  
	
   

  	
   

  
	
  Registered Number: 23307

  	
   

  
	
   

  	
   

  
	
   

  Trustees (“the Trustees”)

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Registered Address [if any]:

  	
   

  
	
   

  	
   

  



 


This agreement sets out the terms on which the
Participant agrees to buy shares under the terms of the Plan and is subject to
the rules of the Plan.  The
definitions in the Plan Rules apply to this agreement:


 


NOTICE TO PARTICIPANT ABOUT POSSIBLE EFFECT ON
BENEFITS


 


Deductions from your pay to buy Partnership
Shares under this agreement may affect your entitlement to or the level of,
some contributory social security benefits, statutory maternity pay and
statutory sick pay.


 


They may also have a similar effect in respect
of some contributory social security benefit paid to your wife or husband.


 


With this agreement you should have been given
information on the effect of deductions from your pay to buy Partnership Shares
on entitlement to social security benefits, statutory sick pay and statutory
maternity pay.  The effect is
particularly significant if your earnings are brought below the lower earnings
limit for National Insurance purposes, and is explained in the information: it
is therefore important that you read it. 
If you have not been given a copy, ask your employer for it.  Otherwise a copy may be obtained from any
office of the Inland Revenue, the Department of Social Security, or, in
Northern Ireland, the Department for Social Development.  You should take the information you have been
given into account in deciding whether to buy Partnership Shares.


 


24

















 


	
   

  	
   

  	
   

  
	
  PARTICIPANT

  	
  £

  	
  *

  
	
   

  	
   

  	
   

  



 


1.           I
agree to allow my employer to deduct the following amount per [insert period] from my Salary:


2.           I
agree that these deductions will be used to buy Partnership Shares in Diageo
plc for me.


3.           I
agree to accept Matching Shares in Diageo plc awarded to me under the Plan and
leave them in the hands of the Trustees, and not to assign, charge or otherwise
dispose of my beneficial interest in the shares for the whole of the Holding
Period of three years.


4.           I
understand that shares may fall in value as well as rise.


5.           I
have read this agreement and agree to be bound by it and by the rules of
the Plan.


 


COMPANY


 


6.           The
Company agrees to arrange for shares in Diageo plc to be bought for me,
according to the rules of the Plan.


7.           The
Company agrees to provide [insert number]
Matching Share(s) for every [insert number]
Partnership Share(s).


8.           The
Company undertakes to notify me of any restriction on the number of Partnership
Shares available in the (or each) Award.


 


TRUSTEES


 


9.           The
Trustees agree to keep my Salary deductions in [insert name
of bank/building society] until they are used to buy shares in
Diageo plc for me.


 


 


	
  Signature:

  	
   

  	
   

  	
  Date:

  	
  /

  	
  /

  



 


*            Insert
amount between [ ] and [ ] [per month] and not more than 10% of salary.


 


Rights and Obligations


 


1.           I
agree that taking part in the Plan does not affect my rights, entitlements and
obligations under my contract of employment, and does not give me any rights or
additional rights to compensation or damages if my employment ceases.


2.           I
may stop the deductions at any time, or begin them again, by writing to my
employer, but I may not make up any amounts missed when deductions were
stopped.


3.           I
agree that the deductions from my salary, or the number of shares that I
receive may be scaled down if the limit on the number of shares set by the
Company for this Award is exceeded.


4.           I
may ask the Trustees for my Partnership Shares at any time, but I may have to
pay income tax and National Insurance Contributions when they are taken out of
the Plan.


5.           I
agree to allow the Trustees to sell some or all of my shares to pay any income
tax and National Insurance Contributions in respect of my shares ceasing to be
subject to the Plan, unless I provide them in advance with sufficient funds to
pay these amounts.


 


25

















 


6.           I
agree that any deductions not used to buy shares will at the discretion of the
Trustees be repaid to me after the deduction of any necessary income tax and/or
National Insurance Contributions, or will be carried forward and added to the
next deduction.  I further agree that if
I cease to be in Relevant Employment and the total deductions held in the Plan
which have not been used to buy shares equal 50 pence or less that amount shall
be paid on my behalf to the Trustee and the Trustee shall give the deductions
to a charity chosen at the discretion of the Trustee but if the total of such
deductions exceeds 50 pence the money shall be returned to me.


7.           If
there is a rights issue, I agree to allow the Trustees to sell some of the
rights attached to my shares in the Plan, in order to fund the exercise of the
rights attached to other shares held by me in the Plan.


8.           I
can at any time withdraw from this agreement by writing to my employer.  Any unused deductions will be returned to me
after the deduction of any necessary income tax and/or National Insurance
Contributions.


9.           I
agree that withdrawal from this agreement will not affect the terms on which I
agreed to buy shares already held for me under the Plan.


 


Matching Shares


 


10.         The
ratio of Matching Shares to Partnership Shares is 1 Matching Share for every 2
Partnership Shares and may be varied by the Company.


11.         If
the ratio varies, the Company will notify me before the Partnership Shares are
bought for me.


12.         I
will lose my Matching Shares if:


·      I cease to be in Relevant Employment, or


·      I withdraw the Partnership Shares in respect of which the Matching
Shares were awarded


within 3 years from the date of the Award,
unless the employment ceases for one of the following reasons -


(a)           injury
or disability


(b)           redundancy


(c)           transfer
of employment to which the Transfer of Undertaking (Protection of Employment)
Regulations 1981 apply


(d)           change of control or other circumstances ending the
Associated Company status of the company by which I am employed


(e)           retirement
on or after reaching Retirement Age


(f)            death.


 


Partnership Share Money held by Trustees


 


13.         The
Trustees are under no obligation to keep the deductions in an interest-bearing
account, but if they do, they will pay the interest to me.


 


Holding Period: Matching Shares


 


14.         I
understand that my obligations during the Holding Period will end:


(a)           if I
cease to be in Relevant Employment, and this may lead to forfeiture of the
Matching Shares;


(b)           if the Company terminates the Plan in accordance with
Clause 21 of the Deed and I have consented to the transfer of the Shares to me.


15.         I
understand that my obligations under the Holding Period are subject to:


(a)           the
right of the Trustees to sell my shares to meet PAYE obligations;


(b)           the
Trustees accepting at my direction an offer for my shares in accordance with
the Plan.


 


26