EX-4.32



 Exhibit 4.32 
  

WPP PLC 
  

			
		 	 

 THE WPP 2012 EXECUTIVE STOCK OPTION PLAN 

As approved by shareholders of WPP plc on 5 November 2012 and adopted by the Board of Directors of WPP plc on 5 November
2012 and amended by written resolution dated 21 February 2013. 
 HMRC reference for approved section (appendix 1):
X110396 
  

			
		 	 

 Squire Sanders (UK) LLP 
 7 Devonshire Square 
 London 
 EC2M 4YH 
 United Kingdom 
 DX 136546 Bishopsgate 2 
 Office: +44 (0)20 7655 1000 

Fax:     +44 (0)20 7655 1001 
 Reference WPP.002-1470 







 CONTENTS 
  

			
	 1       DEFINITIONS AND INTERPRETATION
	  	1
		
	 2       ELIGIBILITY
	  	2
		
	 3       GRANT OF OPTIONS
	  	2
		
	 4       LIMITS
	  	3
		
	 5       PERFORMANCE CONDITIONS
	  	5
		
	 6       EXERCISE OF OPTIONS
	  	5
		
	 7       TAKEOVER, RECONSTRUCTION AND WINDING-UP
	  	7
		
	 8       VARIATION OF CAPITAL
	  	8
		
	 9       ALTERATIONS
	  	8
		
	 10     MISSTATEMENT
	  	9
		
	 11     MISCELLANEOUS
	  	9
		
	 12     WITHHOLDING
	  	10
		
	 APPENDIX 1
	  	11
		
	 APPENDIX 2
	  	16
		
	 APPENDIX 3
	  	17
		
	 APPENDIX 4
	  	17
		
	 APPENDIX 5
	  	18
		
	 APPENDIX 6
	  	20
		
	 APPENDIX 7
	  	20
		
	 APPENDIX 8
	  	20
		
	 APPENDIX 9
	  	21
		
	 APPENDIX 10
	  	21
		
	 APPENDIX 11
	  	21
		
	 APPENDIX 12
	  	22
		
	 APPENDIX 13
	  	22
		
	 APPENDIX 14
	  	22
		
	 APPENDIX 15
	  	22
		
	 APPENDIX 16
	  	23
		
	 APPENDIX 17
	  	23


  
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	1	 DEFINITIONS AND INTERPRETATION 


  

	1.1	 In this Plan, unless the context otherwise requires: 



“Act” means the Companies Act 2006 as amended; 

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

 “Company” means WPP plc (incorporated in Jersey under the Companies (Jersey) Law 1991 with registered
number 111714); 
 “Constituent Company” means the Company or any Subsidiary; 

“Depositary” means any depositary or depositaries which hold or whose nominee holds WPP ADRs; 

“Grant Date” in relation to an Option means the date on which the Option was granted; 

“Group Member” means a Constituent Company or a body corporate which is (within the meaning of section 1159 of the
Act or, as the context may require, Articles 2 and 2A of the Companies (Jersey) Law 1991) the Company’s holding company or a subsidiary of the Company’s holding company; 

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

“Key Feature” means a provision of the Plan which is necessary in order to meet the requirements of Schedule 4;

 “Official List” means the Daily Official List of the United Kingdom Listing Authority, a division of
the Financial Services Authority; 
 “Option” means a right to acquire Shares or WPP ADRs under the Plan;
and a right to acquire Shares shall be known as a “Share Option” and a right to acquire WPP ADRs shall be known as an “ADR Option”; 
 “Original Accounts” means any accounts or other data used to assess the extent to which a Relevant Performance Condition is satisfied; 

“Participant” means a person who holds an Option granted under the Plan; 

“Performance Related Remuneration” means any element of the Participant’s remuneration (for the avoidance of
doubt, payable in cash or shares and including, for the avoidance of doubt, any Option) where the payment, or the extent of the payment, of that remuneration is determined, at least in part, by reference to a Relevant Performance Condition;

 “Plan” means the WPP 2012 Executive Stock Option Plan as herein set out but subject to any alterations
or additions made under Rule 9 below; 
 “Relevant Performance Condition” means a condition or term which
affects the amount of any remuneration of a Participant (for the avoidance of doubt payable in cash or shares) that vests, is exercisable or receivable and which depends on any measure of performance including the financial performance of the
Company, any Group Member or any business (or any part of any business) of any Group Member; 

  
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 “Schedule 4” means Schedule 4 to ITEPA; 

“Schedule 9” means Schedule 9 to the Taxes Act 1988; 

“Share” means an ordinary share in the capital of the Company and for the purposes of Rule 4 (Limits) and, if the
context requires, other provisions of the Rules, “Shares” include WPP ADRs; 
 “Specified Age”
means 65 years of age; 
 “Subsidiary” means a body corporate which is a subsidiary of the Company within
the meaning of section 1159 of the Act or, as the context may require, Articles 2 and 2A of the Companies (Jersey) Law 1991; 
 “Taxes Act 1988” means the Income and Corporation Taxes Act 1988; 

“Treasury Shares” means any Shares which are purchased by the Company in accordance with Article 57 of the
Companies (Jersey) Law 1991 and held by the Company as treasury shares pursuant to Article 58A of the Companies (Jersey) Law 1991; 
 “WPP ADR” means an American Depositary Receipt representing, for the time being, 5 Shares deposited with Citibank NA as depositary pursuant to the Deposit Agreement between the Company and Citibank
NA dated as of 3 January 2013 as amended from time to time and/or any other American depositary receipt arrangement sponsored by the Company; 
 and expressions not otherwise defined herein have the same meanings as they have in Schedule 4. 
  

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



  

	1.3	 The Plan has been adopted in substitution for the WPP 2008 Executive Stock Option Plan, under which no further grants of options will be made.



  

	2	 ELIGIBILITY 


  

	2.1	 Subject to Rule 2.2 below, a person is eligible to be granted an Option under the Plan if (and only if) he is an executive director or employee of a
Constituent Company. 


  

	2.2	 No person is entitled, by virtue of the provisions of the Plan or any other means, to participate as of right in the Plan through the grant of an Award and
consequently the receipt of an Award shall in no circumstances give or imply any right to receive any further award and any further right that is in fact granted to the same Participant may be on the same or on different terms.



  

	3	 GRANT OF OPTIONS 


  

	3.1	 Subject to Rules 3.2 and 3.5 below and Rule 4 below, the Board may grant or procure the grant to any person who is eligible to be granted an Option under the
Plan a Share Option or an ADR Option, upon the terms set out in the Plan; and for this purpose a Share Option to acquire means an option to subscribe for Shares or receive the transfer of Treasury Shares or other Shares as determined by the Board
from time to time. 


  

	3.2	 An Option may only be granted under the Plan: 


  

	 	(a)	 within the period of 6 weeks beginning with the date on which the Plan is adopted by the Board or the 6 week period beginning with the dealing day next
following the date on 



  
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which the Company announces its interim or final results for any period, or at any other time when the circumstances are considered by the Board to be sufficiently exceptional to justify the
grant thereof; and 


  

	 	(b)	 before 26 September 2015. 


  

	3.3	 The price at which Shares may be acquired by the exercise of an Option shall be determined by the Board before the grant thereof, but shall not be less than:



  

	 	(a)	 in the case of a Share Option, if Shares of the same class as those Shares are listed in the Official List, the lower of the two prices shown for the Shares
on that day plus one quarter of the difference between them (as derived from that list or other reputable market source that is able to provide the relevant information at a more appropriate time, even though that source may not be able to guarantee
that the information provided will be identical to that subsequently published in that list) on the Grant Date; 


  

	 	(b)	 in the case of a Share Option, if paragraph (a) above does not apply, the market value (within the meaning of Part VIII of the Taxation of Chargeable
Gains Act 1992) of Shares of that class at the relevant Grant Date, as reasonably determined by the Board; 


  

	 	(c)	 in the case of an ADR Option, the fair market value of a WPP ADR as quoted on NASDAQ National Market System over a number of consecutive dealing days (being
not more than five) immediately preceding or ending on the Grant Date; or 


  

	 	(d)	 except in the case of an Option to acquire Shares otherwise than by subscription, the nominal value of those Shares. 



 

	3.4	 An Option granted under the Plan to any person: 


  

	 	(a)	 shall not, except as provided in Rule 6.3 below, be capable of being transferred by him; and 



 

	 	(b)	 shall lapse immediately if he is adjudged bankrupt. 


  

	3.5	 An Option granted under the Plan to a person shall lapse if that person ceases to be a director or employee of a Group Member, other than by reason of his
death, injury or disability, within six months of the Grant Date unless the Board shall determine otherwise. 


  

	4	 LIMITS 


  

	4.1	 The number of Shares in respect of which Options may be granted under the Plan on any day which are to be satisfied by the issue of Shares when added to the
aggregate of: 


  

	 	(a)	 the number of Shares which immediately prior to that day have been or are to be issued to satisfy outstanding Options under the Plan; and



  

	 	(b)	 the number of Shares which immediately prior to that day have been or are to be issued to satisfy options or awards granted or made under any other
employees’ share scheme of any Group Member in the ten years immediately before that day; 


 shall
not exceed 10% of the issued ordinary share capital of the Company for the time being. 

  
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	4.2	 The aggregate market value of the Shares subject to an Option granted under the Plan on any day to a Participant may not, when added to the aggregate market
value of the Shares (valued at the date or dates of grant of the relevant Option or Options) which are or have been subject to options granted to him within the preceding twelve months under the Plan or any Relevant Scheme, exceed four times his
Annual Remuneration. For the purposes of this Rule 4.2 the following terms will have the following meanings: 


  

			
	 “Annual Remuneration”
	  	 in relation to a Participant, the gross rate of basic annual salary (excluding any bonuses, company pension contributions and any other benefits in kind) payable to the
relevant Eligible Employee by any Group Company as at the relevant Grant Date;

		
	 “Relevant Scheme”
	  	 any employees’ share scheme (within the meaning given to that term in section 1166 of the Act or, as the context may require, Article 58A of the Companies (Jersey)
Law 1991) established by any Group Member (other than savings-related schemes or profit sharing schemes approved by the Inland Revenue under Schedule 3 to ITEPA or any other schemes linked to contractual savings schemes or any share incentive plans
approved by HM Revenue & Customs under Schedule 2 to ITEPA);



 and for the purposes of this Rule: 

 

	 	(a)	 any Option which shall have been released to any extent shall be treated to that extent as if it were still exercisable; 



 

	 	(b)	 shares in a Constituent Company shall not be regarded as benefits in kind; 



 

	 	(c)	 where a payment of remuneration is made otherwise than in sterling, the payment shall be treated as being of the amount of sterling ascertained by applying
such rate of exchange for that day published in a national newspaper as the Board shall reasonably determine; and 


  

	 	(d)	 a person’s remuneration shall be deemed to include fees paid to a company whose principal purpose is to provide his services being services of a nature
which he would be expected to perform as an employee of a Constituent Company, and being fees referable to those services and exclusive of VAT. 


  

	4.3	 For the purposes of this Rule, the market value of the Shares in relation to which an Option was granted shall be calculated: 



 

	 	(a)	 in the case of an Option granted under the Plan, as of the day by reference to which the price at which Shares may be acquired by the exercise thereof was
determined in accordance with Rule 3.3 above; 


  

	 	(b)	 in the case of an option granted under any option scheme (other than a savings related scheme) approved by HM Revenue & Customs, as at the time when
it was granted or, in a case where an agreement relating to the Shares has been made under paragraph 22 of Schedule 4, such earlier time or times as may be provided in the agreement; and 



 

	 	(c)	 in the case of any other option, as on the day or days by reference to which the price at which Shares may be acquired by the exercise thereof was determined;



 and the Board may adopt such exchange rate as it thinks fit for the conversion of one currency to
another currency. 

  
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	4.4	 For the purpose of this Rule 4, any Treasury Shares which are or are to be transferred for the purpose of satisfying options or other awards shall be taken as
being Shares that are issued or to be issued for that purpose. 


  

	4.5	 All Options granted under the Plan shall be regarded for the purposes of this Rule 4 as Options that will involve the issue of new Shares unless and until the
Board determines that the Option will be satisfied by the transfer of Shares (or WPP ADRs which have not been created using new Shares issued for the purpose of satisfying options or awards under employee share schemes). The Board may only make such
a determination in respect of an Option that has already been issued if it has made arrangements under which the relevant Shares or WPP ADRs will be available when required. 



 

	4.6	 Any Option granted under the Plan shall be limited and take effect so that the above limits are complied with (with all Options being granted on the same day
being scaled back on a pro-rata basis and rounded down to the nearest whole Share or WPP ADR). 


  

	5	 PERFORMANCE CONDITIONS 


  

	5.1	 An Option granted under the Plan to a director of the Company may not be exercised if the relevant condition is not satisfied; and in this Rule “the
relevant condition” is the condition in Appendix 5 or such other objective condition relating to performance as may be specified by the Board at the time of the grant of that Option. 



 

	5.2	 In determining whether the relevant condition has been met where an Option is to be exercised in accordance with any of Rules 6.3, 6.4(a), 6.4(b), 6.4(c), 7.1
and 7.3, the Board may determine that the relevant condition should be adjusted on a pro-rated basis to allow for any reduction in time between the Grant Date and the date of cessation, compared to the time between Grant Date and the end of the
performance period. Where such a determination is made, the Board shall be entitled to take into account such information relating to the performance of the Company as it considers to be appropriate and may adjust the method of assessment of the
performance condition as it considers to be appropriate to the circumstances (so that, for example, if the cessation occurs one month after the end of the accounting period in which the Option was granted, the Board may assess the satisfaction of
the relevant condition from the earnings of the Company for the accounting period in which the Option was granted without reference to the performance in the following month). 



 

	5.3	 The Board may at the time of grant of any Option, impose conditions on the exercise of that Option relating to performance and specify terms relating to how
those conditions interact with the other provisions of the Plan. 


  

	6	 EXERCISE OF OPTIONS 


  

	6.1	 The exercise of any Option granted under the Plan shall be effected in such form and manner as the Board may from time to time prescribe.



  

	6.2	 Subject to Rules 6.3 and 6.4 below and to Rules 7.1 and 7.3 below, an Option granted under the Plan may not be exercised before the third anniversary of the
Grant Date. 


  

	6.3	 Subject to Rule 5 above, if any Participant dies before exercising an Option granted to him under the Plan and at a time when either he is a director or
employee of a Group Member or he is entitled to exercise the Option by virtue of Rule 6.4 below, the Option may (and must, if at all) be exercised by his personal representatives within 12 months after the date of his death.




  
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	6.4	 If any Participant ceases to be a director or employee of a Group Member (otherwise than by reason of his death), the following provisions apply in relation
to any Option granted to him under the Plan: 


  

	 	(a)	 if he so ceases by reason of injury or disability, or by reason only that his office or employment is in a company which ceases to be a Group Member, or
relates to a business or part of a business which is transferred to a person who is not a Group Member, subject to Rule 5 above, the Option may (and subject to Rule 6.3 above must, if at all) be exercised within the exercise period;



  

	 	(b)	 if he so ceases by reason of retirement on or after reaching the retirement age (if any) as specified in his contract of employment (or, if there is no such
age, if he retires at all) in each case more than six months after the Grant Date subject to Rule 5 above, the Option may (and subject to Rule 6.3 above must, if at all) be exercised within the exercise period; and 



 

	 	(c)	 if he so ceases for any other reason, the Option may not be exercised at all unless the Board shall so permit, in which event, subject to Rule 5 above, it may
(and subject to Rule 6.3 above must, if at all) be exercised to the extent permitted by the Board within the exercise period; 


 and in this Rule the “exercise period” is the period which commences on the date of cessation of employment and expires 6 months after such date. 

 

	6.5	 Subject to Rule 6.6 below, a Participant shall not be treated for the purposes of Rule 6.4 above as ceasing to be a director or employee of a Group Member
until such time as he is no longer a director or employee of any Group Member and a female Participant who ceases to be such a director or employee by reason of pregnancy or confinement and who exercises her right to return to work under the
Employment Rights Act 1996 (or any equivalent legislation in any jurisdiction) before exercising an Option under the Plan shall be treated for those purposes as not having ceased to be such a director or employee. 



 

	6.6	 Other than in respect of Options granted under the Approved Part, a Participant who gives or is given notice to leave employment as a director or employee of
a Group Member in any circumstances other than death or in those circumstances referred to in Rule 6.4(a) or 6.4(b), shall, if he subsequently ceases to be in such employment, be treated for the purposes of Rule 6.4 above as ceasing to be a
director or employee of a Group Member on the date on which that notice is given (and for the avoidance of doubt any purported exercise by him of an Option during the period of notice shall be of no effect). If a Participant gives or is given notice
to leave employment as a director or employee of a Group Member and the Board subsequently uses its discretion under Rule 6.4(c) to allow his Option to be exercisable, nothing in this Rule 6.6 will make his Option lapse or cease to be exercisable.



  

	6.7	 Notwithstanding any other provision of the Plan, an Option granted under the Plan may not be exercised after the expiration of the period of 10 years (or such
shorter period as the Board may have determined before the grant thereof) beginning with the Grant Date. 


  

	6.8	 Within 30 days after an Option under the Plan has been exercised by any person, the grantor of the Option shall, subject to such adjustment as may be required
pursuant to Rule 10.3, in the case of a Share Option, procure the allotment or transfer to him (or a nominee authorised by him) of the number of Shares in respect of which the Option has been exercised and, in the




  
 6 









	 	 
case of an ADR Option, procure the issue or transfer to him of WPP ADRs in respect of which the Option has been exercised (including, if appropriate, by procuring the allotment or transfer of
Shares to a Depositary) unless: 


  

	 	(a)	 the Board considers that the issue or transfer thereof would not be lawful in all relevant jurisdictions; or 



 

	 	(b)	 in a case where a Group Member is obliged to account for any tax (in any jurisdiction) for which the person in question is liable by virtue of the exercise of
the Option, that or another Group Member is unable to withhold the tax from his remuneration nor has received payment from him of a corresponding amount. 



 

	6.9	 All Shares allotted under the Plan shall rank pari passu in all respects with the Shares of the same class for the time being in issue save as regards any
rights attaching to such Shares by reference to a record date prior to the date of the allotment. 


  

	6.10	 If Shares of the same class as those allotted under the Plan are listed in the Official List, the Company shall apply to the London Stock Exchange for any
Shares so allotted to be admitted to that list. 


  

	6.11	 Where any Option becomes exercisable by reason of the provisions of Rules 6.3 or 6.4, the number of Shares or WPP ADRs in respect of which the Option may be
exercised shall be reduced on a pro-rated basis to take account of the fact that the Participant ceased to be a director or employee of a Group Member before the date on which the Option would have become exercisable had the Participant not ceased
to be a director or employee of a Group Member (calculated on the basis of the number of days until the date of such cessation compared to the number of days in the whole period between the Grant Date and the date on which the Option becomes
exercisable) unless the Board determines to the contrary. 


  

	7	 TAKEOVER, RECONSTRUCTION AND WINDING-UP 


  

	7.1	 if any person obtains control of the Company (within the meaning of section 719 of ITEPA) as a result of making a general offer to acquire Shares in the
Company, or having obtained such control makes such an offer, the Board shall within 7 days of becoming aware thereof notify every Participant thereof and, subject to Rule 5 above and Rules 6.3, 6.4, 6.6 and 6.7 above, an Option granted under the
Plan may be exercised within one month (or such longer period as the Board may permit) of such notification. 


  

	7.2	 For the purposes of Rule 7.1 above, a person shall be deemed to have obtained control of the Company if he and others acting in concert with him have together
obtained control of it. 


  

	7.3	 If any person becomes bound or entitled to acquire Shares in the Company under Part 18 of the Companies (Jersey) Law 1991, or if the Court sanctions a
compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies under Part 18A of the Companies (Jersey) Law 1991, or if the Company
passes a resolution for the winding up of the Company or the assets of the Company are declared en désastre, the Board shall forthwith notify every Participant thereof and any Option granted under the Plan may, subject to Rule 5 above and
Rules 6.3, 6.4 and 6.6 above, be exercised within one month of such notification, but to the extent that it is not exercised within that period shall (notwithstanding any other provision of the Plan) lapse on the expiration thereof.




  
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	7.4	 The Board may determine (the determination to apply equally to all Options outstanding at the time) that the provisions of Rules 7.1 and 7.3 above will
neither cause Options to become exercisable nor to lapse at different times than would otherwise be the case, if the Board considers that the Options will continue to be an appropriate incentive notwithstanding the changed circumstances, or that the
position of Participants can be adequately preserved by the grant to them of some other right or rights in substitution for or addition to the existing rights. 



 

	7.5	 Where any Option becomes exercisable before the end of the period referred to in Rule 6.2 by reason of the provisions of Rules 7.1 or 7.3, the number of
Shares or WPP ADRs in respect of which the Option may be exercised shall be reduced on a pro-rated basis to take account of the early date on which the Option may be exercised (calculated on the basis of the number of days until the end of the
period compared to the number of days in the whole period). 


  

	8	 VARIATION OF CAPITAL 


  

	8.1	 In the event of any increase or variation of the share capital of the Company (whenever effected) by way of capitalisation or rights issue (including a
variation in share capital having an effect similar to a rights issue) or sub-division, consolidation or reduction or otherwise, the Board may make such adjustments as it considers appropriate under Rule 8.2 below provided that the auditors or other
financial advisers appointed by the Board acting as experts and not as arbitrators confirm that in their opinion the variation is fair and reasonable and such confirmation shall be final and binding. 



 

	8.2	 An adjustment made under this Rule shall be to one or more of the following: 



 

	 	(a)	 the number and description of Shares in respect of which any Option granted under the Plan may be exercised; 



 

	 	(b)	 the price at which Shares may be acquired by the exercise of any such Option; and/or 



 

	 	(c)	 where any such Option has been exercised, but no Shares have been allotted or transferred pursuant to such exercise, the number and description of Shares
which may be so allotted or transferred and the price at which they may be acquired. 


  

	8.3	 An adjustment under Rule 8.2 above may have the effect of reducing the price at which Shares may be acquired by the exercise of an Option to less than their
nominal value, but only if and to the extent that the Board shall be authorised to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which
are to be allotted pursuant to such exercise exceeds the price at which the same may be subscribed for and to apply such sum in paying up such amount on such Shares; and so that on exercise of any Option in respect of which such a reduction shall
have been made the Board shall capitalise such sum (if any) and apply the same in paying up such amount as aforesaid. 


  

	8.4	 As soon as reasonably practicable after making any adjustment under Rule 8.2 above, the Board shall give notice in writing thereof to any Participant affected
thereby. 


  

	9	 ALTERATIONS 


  

	9.1	 Subject to Rule 9.2 below, the Board may at any time alter or add to all or any of the provisions of the Plan, or the terms of any Option granted under it, in
any respect. 


  

	9.2	 No alteration or addition to the advantage of Participants or potential Participants shall be made under Rule 9.1 above to any Rule of the Plan without the
prior approval by ordinary resolution of the members of the Company in general meeting other than a minor amendment to benefit the 



  
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administration of the Plan, to take account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for any Participant or any Group Member.



  

	9.3	 As soon as reasonably practicable after making any alteration or addition under Rule 9.1 above, the Board shall give notice in writing thereof to any
Participant affected thereby. 


  

	10	 MISSTATEMENT 


  

	10.1	 The provisions of 10.2 will apply if: 


  

	 	(a)	 a Participant has committed an act of fraud, dishonesty or deceit in relation to a Group Member; 



 

	 	(b)	 as a result of the actions or omissions of a Participant, any Original Accounts are required to be materially corrected, or any accounts or other data for a
later period include write downs, adjustments or other items; or 


  

	 	(c)	 a Participant knew or ought reasonably to have known, given that Participant’s role and position in the Group, that the relevant financial performance or
other data by reference to which a Relevant Performance Condition was measured was materially different than shown in the Original Accounts; 


 and the Compensation Committee considers that the quantum of any Performance Related Remuneration of that Participant would have been affected if the circumstance or circumstances referred to in (a), (b) or
(c) above had been known of, acted upon or otherwise taken into account at the relevant time. 
  

	10.2	 In the event that the Compensation Committee determines that it would be clear to a reasonable, objective assessor that one of the events as detailed in Rule
10.1 above has occurred the Compensation Committee shall be entitled, but in no circumstances shall be obliged, to take action as described in Rule 10.3 below. 



 

	10.3	 The Compensation Committee may determine that: 


  

	 	(a)	 an Option is cancelled in its entirety; or 


  

	 	(b)	 the number of Shares in respect of which an Option may be exercised will be reduced by such amount and/or in such manner as the Compensation Committee
determines. 


 For the avoidance of doubt, this Rule 10.3 may be operated in respect of Options where
the event or events in respect of which the Compensation Committee has made a determination under Rule 10.2 relates to Performance Related Remuneration under another Option or another plan. 

 

	11	 MISCELLANEOUS 


  

	11.1	 The rights and obligations of any individual under the terms of his office or employment with any Group Member shall not be affected by his participation in
the Plan or any right which he may have to participate therein, and an individual who participates therein shall by participating be deemed to waive any and all rights to compensation or damages in consequence of the termination of his office or
employment for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to exercise any Option under the Plan as a result of such termination. Any benefit under the Plan shall not be
regarded as salary or counted for pension or any other purpose. Participation in the Plan by any individual is entirely at the discretion of the Board and in no circumstances shall the fact that an individual has received an Option or Options in the
past give that individual any right to receive a further Option or Options. 



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


  

	11.3	 The Company and any Subsidiary may provide money to the trustees of any trust or any other person to enable them or him to acquire Shares to be held for the
purposes of the Plan (which Shares may be held by a Depositary on behalf of any such trustees or other person) or enter into any guarantee or indemnity for these purposes, to the extent permitted by sections 678-682 and 840 of the Act or, as the
context may require, the Companies (Jersey) Law 1991. 


  

	11.4	 Any notice or other communication under or in connection with the Plan may be given by personal delivery, delivery by email or by sending the same by post, in
the case of a company to its registered office (or to such other address and person as may be specified by that company from time to time), and in the case of an individual to his last known address, or, where he is a director or employee of a Group
Member, 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 office or employment. 



 

	11.5	 The Board may establish further plans based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas
territories, provided that any Shares made available under such further plans are treated as counting against the limits expressed in Rules 4.1 to 4.6. 



 

	11.6	 The Plan and any Option shall be governed by and construed in accordance with the laws of England and Wales and the Company and the Participants (together
with any eligible persons who do not become Participants) shall submit to the exclusive jurisdiction of the Courts of England and Wales. 


  

	12	 WITHHOLDING 


  

	12.1	 The grant or exercise of any Option under the Plan is subject to the condition that the grant or an exercise of the Option shall not be valid unless the
Participant has, in addition to complying with the other requirements of the Plan, paid or procured the payment to the Group Member which is his employer, or otherwise provided for (in a manner satisfactory to that Group Member or, if appropriate,
the trustees of any employee benefit trust) an amount equal to the taxation for which any Group Member may be liable by reason of that grant or exercise. 



 

	12.2	 Without limitation to 12.1 above, the Company or any other Group Member which is a Participant’s employer or the trustees of any employee benefit trust
may withhold any amount and make such arrangements as it considers necessary which comply with applicable law to meet any liability to taxation in respect of the grant, exercise or cancellation of Options or other event relating to Options or in
respect of any benefit under the Plan. These arrangements may include the sale of any Shares on behalf of a Participant, which the Participant is deemed to have authorised, to produce a cash sum sufficient to meet the taxation liabilities referred
to in this Rule 12. 


  

	12.3	 The Company may in its sole discretion waive the requirements set out in this Rule 12 in respect of any part of the Participant’s employer’s
liability to taxation, including in particular, any employer’s liability to National Insurance Contributions. 


  

	12.4	 In this Rule, “taxation” means all forms of taxation or levy by any state or any political subdivision of a state and includes income tax, Pay as
You Earn, National Insurance or other social security contributions, whether being the primary liability of the employer or the employee, or any other person. 



  
 10 








 APPENDIX 1 
 This Appendix constitutes the HM Revenue & Customs approved part of the WPP 2012 Executive Stock Option Plan (the “Approved Part”). In the event of any conflict between the Plan and Appendix 1,
the latter shall prevail. The terms of the Approved Part are identical to those of the other parts of the said Plan (excluding all appendices other than Appendix 1), to which this Approved Part is appended except as follows: 

 

	1	 In Rule 1.1, in the definition of “Subsidiary”, add to the end the words “and is under the control of the Company within the meaning of
Section 719 of ITEPA” and in the definition of “Share”, after the word “Company” add the words “which satisfy the requirements of paragraphs 16-20 of Schedule 4”. 



 

	2	 In Rule 2.1, delete the words “an executive director or employee of a Constituent Company.” and substitute the words: 



“a full-time director or qualifying employee of a Constituent Company. For the purposes of this Rule 2.1: 

 

	 	(a)	 a person shall be treated as a full-time director of a Constituent Company if he is obliged to devote to the performance of the duties of his office or
employment with that and any other Constituent Company not less than 25 hours a week (excluding meal breaks); 


  

	 	(b)	 a qualifying employee, in relation to a Constituent Company, is an employee of the Constituent Company (other than one who is a director of a Constituent
Company).” 


  

	3	 In Rule 2.1, add the words “A person is not eligible to be granted an Option under the Plan at any time when he is not eligible to participate in the
Plan by virtue of paragraph 9 of Schedule 4 (material interest).” 


  

	4	 Only Share Options, and not ADR Options, shall be granted under the Approved Part and therefore no references to WPP ADRs or ADR Options shall apply in
respect of an Option granted under this Appendix 1. No Share Option may be granted under this Appendix 1 prior to the date of approval of the Approved Part by H M Revenue & Customs. 



 

	5	 In Rule 3.1, after the words “procure the grant” add the words “by deed, seal or for consideration” and at the end add “The price at
which Shares may be acquired on the exercise of an Option as determined in accordance with Rule 3.3 must be stated at the time the Option is granted.”. 



 

	6	 In Rule 3.2, after the first mention of the word “Board” add the words “the date on which the Approved Part is approved by HM
Revenue & Customs under Schedule 4”. 


  

	7	 In Rule 3.3(a), delete the words “or other reputable market source that is able to provide the relevant information at a more appropriate time, even
though that source may not be able to guarantee that the information provided will be identical to that subsequently published in that list”. 


  

	8	 In Rule 3.3(b), delete the words “reasonably determined by the Board” and substitute the words “agreed in advance for the purposes of the Plan
with Shares Valuation of HM Revenue & Customs, on the Grant Date (or such other day as may be agreed with HM Revenue & Customs)”. 



  
 11 









	9	 Rule 3.5 will be amended to read “An Option will lapse if that person ceases to be a director or employee of a Group Member, other than by reason of his
death, injury or disability, within six months of the Grant Date. For the avoidance of doubt, in the event of such cessation due to redundancy or retirement within six months of the Grant Date the Option shall lapse immediately on such
cessation”.1 



 

	10	 Add the following as Rule 4.3A: 


 “No person shall be granted Options under the Approved Part which would, at the time they are granted cause the aggregate market value (determined as at the date of each relevant grant) of the Shares which he
may acquire in pursuance of Options granted to him under the Approved Part or under any other share option scheme, not being a savings related share option scheme, approved under Schedule 9 or any option scheme approved under Schedule 4 and
established by the Company or by any associated company of the Company (and not exercised) to exceed or further exceed £30,000 or such other limit as may be prescribed in paragraph 6 of Schedule 4”. 

 

	11	 In Rule 5.2, add the words “acting fairly and reasonably” after the word “Board” in the 3rd line. 



 

	11A	 In Rule 6.4(b), add the words “or on or after the Specified Age,” after the words “retires at all),”. 



 

	12	 In Rule 6(4)(c), after the words “the Board” (on both occasions where those words appear) add the words “(acting fairly and reasonably) and, at
the end of the Rule, add the words “provided that the discretions of the Board contained in this Rule 6.4(c) shall not apply in the case of a cessation by reason of redundancy (in which case the Option shall lapse immediately)”.



  

	13	 Add the following as Rule 6.7A: 


 “A Participant shall not be eligible to exercise an Option under the Plan at any time when he is not eligible to participate in the Plan by virtue of paragraph 9 of Schedule 4”. 

 

	14	 Delete Rule 6.8 (b) and insert the following as Rule 6.8A: 



“In a case where a Group Member is obliged to account for any tax (in any jurisdiction) for which the person in question is
liable by virtue of the exercise of the Option, the Board may require the Participant to make a payment to the Company of an amount equal to the reasonable estimate of the Company of that tax as a condition precedent to the exercise of the Option
provided that if that estimate proves to be in excess of the actual liability then the excess will be refunded to the Participant.” 
  

	15	 At the end of Rule 6.11, add the words “acting fairly and reasonably”. 



 

	16	 In Rule 7.1, insert the words “not exceeding four months” after the word “period” in the penultimate line. 



 

	1 	 Amended by written resolution dated 21 February 2013. 



  
 12 









	17	 Add the following as Rules 7.6 and 7.7: 


  

	 	“7.6	 If any company (the “acquiring company”): 


  

	 	(a)	 obtains control of the Company as a result of making: 


  

	 	(i)	 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is met the person making
the offer will have control of the Company, or 


  

	 	(ii)	 a general offer to acquire all the Shares in the Company which are of the same class as the Shares which may be acquired by the exercise of Options granted
under the Plan, or 


  

	 	(b)	 obtains control of the Company in pursuance of a compromise or arrangement sanctioned by the court under Part 18A of the Companies (Jersey) Law 1991 (provided
that at the time of such event H M Revenue & Customs accepts such provisions as equivalent to section 899 of the Act), or 


  

	 	(c)	 becomes bound or entitled to acquire Shares in the Company under Part 18 of the Companies (Jersey) Law 1991 (provided that at the time of such event
H M Revenue & Customs accepts such provisions as equivalent to section 979 of the Act); 


 any Participant may at any time within the appropriate period (which expression shall be construed in accordance with paragraph 26 of Schedule 4), by agreement with the acquiring company, release any Option granted
under the Plan which has not lapsed (the “old option”) in consideration of the grant to him of an option (the “new option”) which (for the purposes of that paragraph) is equivalent to the old option but relates to shares in a
different company (whether the acquiring company itself or some other company falling within paragraph 16(b) or (c) of Schedule 4). 
  

	 	7.7	 The new option shall not be regarded for the purposes of Rule 7.6 above as equivalent to the old option unless the conditions set out in paragraph 27 of
Schedule 4 are satisfied, but so that the provisions of the Plan shall for this purpose be construed as if: 


  

	 	(i)	 the new option were an option granted under the Plan at the same time as the old option; 



 

	 	(ii)	 except for the purposes of the definitions of “Group Member”, “Constituent Company” and “Subsidiary” in Rule 1.1 above and the
reference to “the Board” in Rule 6.7 above, the expression “the Company” were defined as “a company whose shares may be acquired by the exercise of options granted under the Plan”; 



 

	 	(iii)	 the relevant condition referred to in Rule 6.3 above had been satisfied; and 



 

	 	(iv)	 Rule 9.2 below were omitted.” 


  

	18	 At the start of Rule 8.1, add the words “Subject to Rule 8.2A below”. 



 

	19	 In Rule 8.1, delete the words “increase or.” 


  

	20	 In Rules 8.2(a) and (c), insert the words “(but not the class)” after the word “description”. 



 

	21	 Add the following as Rule 8.2A: 


 “At a time when the Plan is approved by HM Revenue & Customs under Schedule 4, no adjustment under Rule 8.2 above shall be made without the prior approval of HM Revenue & Customs.”


  
 13 









	22	 In Rule 9.1 delete the words “Rule 9.2” and substitute the words “Rules 9.2, 9.2A and 9.2B” and delete the words “or the terms of any
Option granted under it”.2 



 

	23	 At the end of Rule 9.1, add the words “(having regard to the fact that, if an alteration or addition which does not solely relate to a special term is
made at a time when the Plan is approved by HM Revenue & Customs under Schedule 4, the alteration or addition to any Key Feature will not thereafter have effect unless and until HM Revenue & Customs have approved the alteration or
addition)”. 


  

	24	 Add the following as Rule 9.2A and 9.2B: 


  

	 	“9.2A	 No alteration or addition to the disadvantage of any Participant, other than to a special term, shall be made under Rule 9.1 above unless:



  

	 	(d)	 the Board shall have invited every relevant Participant to give an indication as to whether or not he approves the alteration or addition, and



  

	 	(e)	 the alteration or addition is approved by a majority of those Participants who have given such an indication. 



 

	 	9.2B	 No alteration or addition which solely relates to a special term subject to which an Option has been granted shall be made under Rule 9.1 above unless:



  

	 	(a)	 there shall have occurred an event which shall have caused the Board reasonably to consider that the special term would not, without the alteration or
addition, achieve its original purpose; and 


  

	 	(b)	 the Board shall act fairly and reasonably in making the alteration or addition which must be no more difficult to satisfy than the original.”



  

	25	 At the end of Rule 9.3, add the words “and if the Plan is then approved by HM Revenue & Customs under Schedule 4, to HM Revenue &
Customs.” 


  

	26	 Add as Rule 9.4: 


 “Any reference in this Rule to a special term is a reference to a term specified by the Board as mentioned in Rule 3.1 above or a term of Appendix 1 hereto”. 

 

	27	 Delete Rule 10 in its entirety. 


  

	28	 3Delete Rule 12 and substitute the following Rule 12: 


  

	 	“12.	 Taxation 


  

	 	12.1	 The exercise of any Option under the Plan is subject to the condition that the exercise of the Option shall not be valid unless the Participant has, in
addition to complying with the other requirements of the Plan, paid or procured the payment to the Group Member which is his employer, or otherwise provided for (in a manner satisfactory to that Group Member or, if appropriate, the trustees of any
employee benefit trust) an amount equal to the taxation for which any Group Member may be liable by reason of that exercise. 



 

	2 	 Amended by written resolution dated 21 February 2013. 



	3 	 Amended by written resolution dated 21 February 2013. 



  
 14 









	 	12.2	 Arrangements for the satisfaction of the condition in Rule 12.1 may include, without limitation, the Participant authorising the Company or the trustees of
any employee benefit trust to sell sufficient of Shares on his behalf so as to produce a cash sum sufficient to meet the taxation liabilities referred to in this Rule 12. 



 

	 	12.3	 The Company may, acting fairly and reasonably, waive the requirements set out in this Rule 12 in respect of any part of the Participant’s employer’s
liability to taxation, including in particular, any employer’s liability to National Insurance Contributions. 


  

	 	12.4	 In this Rule, “taxation” means taxation by any state or any political subdivision of a state and includes income tax, Pay as You Earn and primary
National Insurance and their equivalents in jurisdictions outside of the United Kingdom.” 


  

	29	 Add the following after Rule 5.3: 


  

	 	“5.4	 The Board may make such fair and reasonable adjustments to the terms of the relevant condition as in its opinion it considers appropriate to take account of
any variation of share capital as set out in Rule 8.1. 


  

	 	5.5	 If any accounting standard used in the relevant condition is modified, replaced or substituted or if the composition of any market index used in the relevant
condition changes and/or is replaced by another similar index, the Board may make such adjustments to the terms of the relevant condition as it in its opinion considers to be fair and reasonable. 



 

	 	5.6	 Any adjustments made to the relevant condition pursuant to Rules 5.4 and 5.5 shall be in accordance with and subject to Rule 9 of the Plan and any adjusted
relevant condition will in the reasonable opinion of the Board be materially no more difficult and no less difficult to satisfy than the relevant condition to which the exercise of the Option was originally subject.”




  
 15 








 APPENDIX 2 
 Special Rules Applicable to Grants of Incentive Stock Options 
  

	1	 Options granted in accordance with the Plan (either including or excluding Appendix 1 thereto) may be designated as “Incentive Stock Options”
(“ISOs”) within the meaning of section 422 of the United States Internal Revenue Code of 1986, as amended (the “U.S. Tax Code”). 


  

	2	 The aggregate number of Shares (including Shares comprised in any WPP ADR) for which ISOs may be granted under Appendix 2 shall not exceed [125,665,004]



  

	3	 The class of persons who may receive ISOs shall, in addition to the limitations imposed by Rule 2 of the Plan, be limited to those persons who are
employees of the Company or its “parent” or “subsidiary” corporations within the meaning of sections 424(f) and (g), respectively, of the U.S. Tax Code. 



 

	4	 In addition to any other restrictions contained in the Plan, ISOs shall not be transferable otherwise than by will or the laws of descent and distribution.
During the lifetime of the person to whom an ISO is granted, the ISO shall be exercisable only by such person. 


  

	5	 To the extent that the aggregate market value of Shares (including Shares comprised in any WPP ADR) with respect to which ISOs are exercisable (determined
without regard to this sentence) for the first time by a Participant during any calendar year (under all plans or schemes of the Company or its “parent” and “subsidiary” corporations within the meaning of sections 424(f) and (g),
respectively, of the U.S. Tax Code) exceeds US $100,000, such Options shall to the extent of such excess be treated as Options which are not ISOs. For the purposes of the preceding sentence, the market value of any Shares (including Shares comprised
in any WPP ADR) subject to an ISO shall be determined at the time such ISO is granted. 


  

	6	 This schedule shall be deemed to be included within the Plan as adopted by shareholders for the purpose of any ISO grants. 



  
 16 








 APPENDIX 3 
 India 
 The plan will apply to Options granted to residents in India with the following
modifications: 
  

	1	 Notwithstanding any other provision of the Plan, a person is eligible to be granted an option under this Appendix if (and only if) he is a full-time director
or qualifying employee (as defined in Paragraph 2 of Appendix 1) of a Constituent Company (whether or not the Company itself) resident in India. 


  

	2	 All or any of the terms of the Option may be altered to comply with requirements imposed under applicable exchange control regulations and other laws of India
in relation to that Option and an Option may only be exercised if and to the extent permitted by those regulations. 


  

	3	 Applicable regulations of the Reserve Bank of India (“RBI”) do not currently limit the amount of funds that may be transferred for the purchase of
stock pursuant to the exercise of a stock option under the Plan, but such regulations are subject to change. Any cash balances received in respect of, (i) dividends must be repatriated to India within seven days of receipt, and
(ii) proceeds from sale of shares acquired pursuant to the Plan must be repatriated to India within ninety days of receipt. 


 APPENDIX 4 
 Belgium 

The Plan will apply to Options granted to residents of Belgium with the following modifications. 

 

	1	 In Rule 3(4), a further Rule (c) shall be added as follows: 



 

	 	“(c)	 shall be cancelled if he notifies the Company that he refuses to accept the Option or if he fails to accept the Option within 60 days of the date of the
Company’s communication to him in respect of the Option.” 


  

	2	 In Rule 6(2), delete the words: 


 “the third anniversary of the Grant Date” 
 and substitute the words

 “the 1 January following the third anniversary of the Grant Date.” 

 

	3	 In Rule 6(3), delete the words: 


 “within 12 months after the date of his death.” 
 and substitute the words

 “in the later of the period of 12 months commencing with the date of his death or the period of 6 months
commencing on 1 January following the third anniversary of the Grant Date.” 

  
 17 









	4	 In Rule 6(4), delete the words: 


 “and in this Rule the exercise period is the period which shall expire 6 months after his so ceasing” 
 and substitute the words: 
 “and in this Rule the exercise period is the period
which shall commence on the 1 January following the third anniversary of the Grant Date (the “Third Anniversary”) and expire 12 months after his so ceasing or 6 months after the Third Anniversary, whichever shall be the latest.”

 APPENDIX 5 

Executive directors 
  

	1	 Pursuant and subject to Rule 5, any Option granted to a director of the Company will be subject to the relevant condition given in this Appendix 5.



  

	2	 The relevant condition shall be: 


  

	2.1	 the performance period shall be the period of three calendar years commencing with the start of the accounting period including the Grant Date (or with such
later period as may be specified by the Board at the time of the grant of the Option) (the “Performance Period”). 


  

	2.2	 that the percentage increase in earnings per share of the Company over the Performance Period shall have exceeded the growth in the RPI by 5% per annum
(compounded annually); and 


  

	2.3	 in the event that, at the end of the Performance Period, it is determined that the percentage increase in earnings per share of the Company over the
Performance Period has not exceeded the growth in the RPI by 5% per annum (compounded annually), the Option shall immediately lapse; and 


  

	2.4	 For the purposes of the relevant condition: 


  

	 	(a)	 Growth in Earnings Per Share shall be calculated by dividing the Earnings Per Share in respect of the third of the three consecutive financial years by the
Earnings Per Share achieved in the financial year ending immediately prior to the first day of the first of those three consecutive financial years (commencing no earlier than the financial year in which the Grant Date occurs).



  

	 	(b)	 Growth in the Retail Prices Index shall be calculated by dividing such Retail Prices Index as is published in respect of the month containing the last day of
the third of the three consecutive financial years referred to in 2.4(a) above by such Retail Prices Index as was published in respect of the month containing the last day of the financial year of the Company ending immediately prior to the first
day of the first of those three consecutive financial years. 


  

	2.5	 The Board may make such fair and reasonable adjustments to the terms of the relevant condition as in its opinion it considers appropriate to take account of
any Issue or Reorganisation. 



  
 18 









	2.6	 If SSAP 3 and/or FRS 3 are modified, replaced or substituted or if the composition of the Retail Prices Index changes and/or the Retail Prices Index is
replaced by another similar index, the Board may make such adjustments to the terms of the relevant condition as it in its opinion considers to be fair and reasonable. 



 

	2.7	 Any adjustments made to the Performance Target pursuant to paragraphs 2.5 and 2.6 above shall be in accordance with and subject to Rule 9 of the Scheme and
that any adjusted Performance Target will in the reasonable opinion of the Board be materially no more difficult and no less difficult to satisfy than the Performance Target to which the exercise of the Option was originally subject.



  

	2.8	 As soon as is reasonably practical following the end of any relevant financial year of the Company the Board shall determine whether the Performance Target
has been satisfied and shall notify the Participant in writing if it has been satisfied and once satisfied the Option may, subject as otherwise provided in the Rules, be exercised at any time during the Option Period notwithstanding that for
subsequent financial years the Growth in Earnings Per Share may not exceed the Growth in the Retail Prices Index. 


  

	2.9	 Any calculations or determinations by the Board in accordance with the Performance Target shall not be open to question and shall be final and binding on all
persons concerned. The Board may request the Auditors to carry out any or all of the calculations and determinations of it in connection with the Performance Target. If so, the Auditors shall act as experts and not as arbitrators and their
calculations and determinations shall not be open to question and shall be final and binding on all persons concerned. 


  

	3	 For the purposes of the relevant condition the following terms shall have the following meanings: 



“Earnings Per Share” means the earnings per share (as defined in SSAP 3 paragraph 10 as amended by FRS 3) of the
Company determined in accordance with such standards and as shown in the audited financial statements of the Company after making such adjustments to the earnings per share as the Board in its opinion considers appropriate in order to ensure that
the measure of earnings per share for the relevant financial years is on a fair and consistent basis including, without limitation, the following adjustments to earnings per share for the relevant financial years: 

 

	 	(a)	 a proportionate upwards or downwards amendment in a case where the relevant financial year is more than or less than a calendar year; and/or



  

	 	(b)	 ignoring all exceptional and extraordinary items as defined in paragraphs 5 and 6 of FRS 3; and/or 



 

	 	(c)	 ignoring the results of discontinued operations as defined in paragraph 4 of FRS 3. 



“FRS” means Financial Reporting Standard of the Accounting Standards Board Limited. 

“Issue or Reorganisation” means any capitalisation issue (other than the issue of shares pursuant to the exercise
of an option given to the shareholders of the Company to receive shares in lieu of dividend) or rights offer or any other variation in the share capital of the Company including (without limitation) any consolidation, sub-division or reduction of
capital of the Company. 
 “Retail Prices Index” means the Retail Prices All Items Index Table: Indices
back to 1947 (Table RP02) as published by the Office for National Statistics or any table which replaces it. 

  
 19 








 “SSAP” means Statement of Standard Accounting Practice of the
Accounting Standards Board Limited. 
 APPENDIX 6 
 Taxpayers Subject to Section 409A of the United States Internal Revenue Code 
 The plan
will apply to participants who are taxpayers subject to Section 409A of the United States Internal Revenue Code (“Section 409A”), with the following modifications: 

 

	1	 The options granted under the plan are intended to be exempt from the requirements of Section 409A by satisfying the requirements of the exemption set
forth under Section 1.409A-1(b)(5)(i)(A) of the United States Treasury Regulations or other applicable guidance (the “Exemption”). The plan shall be construed and interpreted in accordance with such intent. Any discretion afforded to
any person or entity under the plan the existence of which itself would cause an option to fail to satisfy the requirements of the Exemption is hereby removed from the plan. 



 

	2	 At the end of Rule 3.3(c) after the words “Grant Date”, add the words “provided that the price shall in no case be less than fair market value
determined in accordance with Section 409A.” 


  

	3	 Add the following as Rule 8.5: 


 “Notwithstanding the foregoing, only adjustments permitted by Section 409A shall be permitted to be made under Rule 8, including pro rata adjustments necessary to reflect a stock split, reverse stock
split, and stock dividend.” 
 APPENDIX 7 
 Canada 
 The Plan will apply to Options granted to residents of Canada with the following modification:

 Any Shares acquired by a Participant pursuant to this Plan may not be traded within Canada at any time and, by receiving such Shares,
each Participant shall be taken to have agreed to observe this restriction. 
 APPENDIX 8 

Denmark 
 The Plan will apply
to options granted to residents of Denmark with the following modification: 
 Where the provisions of Rule 6.3 to 6.6 conflict with
Danish law, Danish law will prevail and the terms of these Rules will be taken to be amended accordingly but only in respect of Options granted to employees in Denmark. 

  
 20 








 APPENDIX 9 
 Hong Kong 
 The Plan will apply to Options granted to residents of Hong Kong with the addition
of the following rules. 
  

	1	 Notwithstanding any other provision of the Plan the grant of Options under and the operation of the Plan does not constitute an offer or invitation to the
public within the meaning of the Companies Ordinance or the Securities and Futures Ordinance. 


  

	2	 Any Shares acquired by a Participant pursuant to this Plan cannot be traded within Hong Kong within 6 months of the date of exercise of the Option(s) pursuant
to which such Shares are acquired and, by receiving such Shares, each Participant shall be taken to have agreed to observe this restriction. 


 APPENDIX 10 
 Ireland 
 The Plan will apply to Options granted to residents of the Republic of Ireland with the following modifications: 
  

	1	 In Rule 6.7, delete “10” and substitute “7” and delete “(or such shorter period as the Board may have determined before the grant
thereof)”. 


  

	2	 Any Option that is held by a person who is a director of a company resident or incorporated in the Republic of Ireland shall be satisfied by the issue of new
Shares and not the transfer of Shares. 


 APPENDIX 11 

Japan 
 The Plan will apply
to Options granted to residents of Japan with the addition of the following Rules: 
  

	1	 In a case where Japanese laws and regulations would inhibit the exercise of an Option or the delivery of Shares or WPP ADRs (or the issue of a WPP receipt)
following exercise of the Option, the Board may make such regulations as it thinks fit for dealing with this (whether or not consistent with the rules of the Plan), which for the avoidance of doubt may include: 



 

	 	(a)	 declining to deliver Shares or WPP ADRs (or the issue of a WPP receipt) within 30 days after an Option under the Plan has been exercised, or at all, and



  

	 	(b)	 requiring Participants to give advance notice, of whatever length, of their intention to exercise an Option. 



 

	2	 For the purposes of ensuring that a securities notice may be filed before the actual Grant Date, the Board may specify a date (“the Notional Grant
Date”) prior to the Grant Date by reference to which the price at which WPP ADRs may be acquired on exercise of an ADR Option shall be calculated (as if that date was the Grant Date) and the Notional Grant Date shall, for all purposes of these
Rules, be taken as being the Grant Date except that the Participants shall not acquire their Options until they are actually granted on the actual Grant Date. 



  
 21 








 APPENDIX 12 
 Korea 
 The Plan will apply to Options granted to residents of Korea with the addition of the
following rule: 
 Notwithstanding any other provision of the Plan unless the Company determines otherwise, no person will acquire any
rights under an Option unless and until the relevant report has been filed with and, if necessary approved by, an authorised foreign exchange bank. 
 APPENDIX 13 
 Malaysia 

The Plan will apply to Options granted to residents of Malaysia with the addition of the following rule: 

Notwithstanding any other provision of the Plan, no person will acquire any rights under an Option unless and until the relevant registration has
been filed with, or approval has been obtained from (in each case if required) the Controller of Foreign Exchange. 
 APPENDIX 14

 Mexico 
 The
Plan will apply to Options granted to residents in Mexico with the addition of the following rules: 
  

	1	 Interests under the Plan have not and will not be registered with the National Registry of Securities maintained by the National Banking and Securities
Commission of Mexico and therefore may not be publicly offered in Mexico. 


  

	2	 Any grant of Options is a private offering under Article 8 paragraph III of the Securities Law of Mexico. Any such offering is limited to employees or groups
of employees of companies which issue interests under any employee stock option plan or program, or the companies which are controlled by said company, as defined under the Securities Law and applicable regulations of Mexico in effect.



 APPENDIX 15 
 Russia 
 The Plan will apply to Options granted to residents in Russia with the addition of the
following rule: 
 For the purposes of the securities laws of Russia, all transactions carried out and contracts entered into in
connection with the Plan and any Shares acquired by Participants will be carried out or entered into outside Russia. 

  
 22 








 APPENDIX 16 
 Slovak Republic 
 The Plan will apply to Options granted to residents of the Slovak Republic
with the following alteration: 
 If a Participant gives notice to a Group Member that he intends to leave employment at any time within
the two month period following the giving of the notice, for any of the reasons set out in Rule 6.4(a), 6.4(b) and 6.4(c) and in respect of any reason set out in Rule 6.4(c) only if the Board shall so permit, then the Option may be
exercised before he leaves employment. 
 APPENDIX 17 
 France 
 The Plan will apply to Options granted to Participants who are or may become subject
to French taxation (i.e. income tax and/or social security contributions) as a result of a Grant of Options made under this Plan. Grants of Options to such Participants will be subject to the modifications set out in this Appendix and in the event
of any difference or conflict between the terms of this Appendix and the Rules, the terms of this Appendix will prevail. 
  

	1	 Options may only be granted to Eligible Persons who can be either the salaried employees, within the meaning of French labour law or directors
(“mandataires sociaux”) as defined in Section L 225-185 of the French Commercial Code, of a French company satisfying the conditions mentioned in Section L 225-180 of the same Code. 



 

	2	 Notwithstanding any other provision of the Plan, no Option may be granted to any Eligible Person who owns more than 10% of the ordinary share capital of the
Company then in issue. 


  

	3	 Options may not be granted (i) during the 10 business days preceding and following the date at which the consolidated accounts and the annual accounts of
the Company have been disclosed to the public and (ii) between (x) the day on which the management bodies of the Company have received an information which, if it were disclosed to the public, could affect significantly the market
quotation of the Company and (y) the day after the 10 business days following the date at which such information has been disclosed to the public. 



 

	4	 In the case of a Share Option the price at which Shares may be acquired by the exercise of an Option shall be at least equal to 80% of the arithmetical
average of the middle market quotations of a Share (as derived from the London Stock Exchange Daily Official List) on the 20 business days last preceding the date on which the Option is granted. 



 

	5	 In the case of an ADR Option, the price at which Shares may be acquired by the exercise of an Option shall be at least equal to 80% of the fair market value
of a WPP ADR as quoted on NASDAQ on the 20 business days last preceding the date on which the Option is granted. 


  

	6	 Notwithstanding Rule 8 of the Plan, the price at which Shares may be acquired by the exercise of the Option shall be adjusted only upon the occurrence of the
events specified under Section L 225-181 of the French Commercial Code. 


  

	7	 Options may not be sold or transferred. 



  
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	8	 Notwithstanding Rule 6.3 of the Plan, on the death of a Participant at a time when the Option in question has not lapsed, the Option may not be exercised
later than six months after the date of his death. 


  

	9	 Notwithstanding Rule 6.2 of the Plan (but subject to Rules 6.3. 6.4, 7.1 and 7.3), an Option granted under the Plan may not be exercised before the day after
the fourth anniversary of the Grant Date. 


  

	10	 A Director within the meaning of Section L 225-185 §4 of the French Commercial Code shall be required to retain (either registered in his own name or
deposited with a nominee on his behalf) a proportion of the Shares received as a result of exercising an Option as determined by the Compensation Committee, until he ceases his role as a Director. If no other proportion is determined when the
relevant option is granted, the proportion required to be retained will be 10%. 


  

	11	 Notwithstanding any other provision of the Plan, no option granted more than 76 months after the Plan was last approved by shareholders as required by Rule
9.4.1 of the Listing Rules of the UK Listing Authority may be satisfied by any means involving the issue of new Shares or the transfer of Treasury Shares. 



  
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