EX-4.26 Protherics PLC 2008






Exhibit 4.26




RULES OF THE




PROTHERICS PLC SAVINGS RELATED SHARE OPTION SCHEME




APPROVED BY SHAREHOLDERS OF THE COMPANY ON 22 JULY 2008




PARTS A & B APPROVED BY HM REVENUE & CUSTOMS

UNDER REFERENCE SRS[NUMBER] ON [DATE]]









Deloitte & Touche LLP

Four Brindleyplace

Birmingham B1 2HZ




 









 





RULES OF THE PROTHERICS PLC SAVINGS RELATED SHARE OPTION

SCHEME




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	EXPLANATORY NOTE	 	 	1	 
	 
	 	 	 	 	 	 
	PART A: GENERAL PROVISIONS	 	 	2	 
	1

	 	Interpretation and Construction
	 	 	2	 
	2

	 	Number of Shares in respect of which Options may be granted
	 	 	11	 
	3

	 	Issue or Transfer of Shares
	 	 	11	 
	4

	 	Adjustments
	 	 	12	 
	5

	 	Alterations
	 	 	13	 
	6

	 	Administration
	 	 	14	 
	7

	 	General
	 	 	15	 
	 
	 	 	 	 	 	 
	PART B: UK SECTION	 	 	17	 
	8

	 	Application for Options
	 	 	17	 
	9

	 	Scaling Down
	 	 	18	 
	10

	 	Grant of Options
	 	 	19	 
	11

	 	Rights To Exercise Options
	 	 	20	 
	12

	 	Lapse of Options
	 	 	22	 
	13

	 	Takeover, reconstruction and liquidation
	 	 	23	 
	14

	 	Manner of Exercise
	 	 	25	 
	 
	 	 	 	 	 	 
	PART C: INTERNATIONAL SECTION	 	 	27	 
	15

	 	Application for Options
	 	 	27	 
	16

	 	Scaling Down
	 	 	28	 
	17

	 	Grant of Options
	 	 	29	 
	18

	 	Rights To Exercise Options
	 	 	30	 
	19

	 	Lapse of Options
	 	 	32	 
	20

	 	Takeover, reconstruction and liquidation
	 	 	33	 
	21

	 	Manner of Exercise
	 	 	34	 
	22

	 	Taxation
	 	 	35	 
	 
	 	 	 	 	 	 
	PART D: SPECIAL SCHEDULES	 	 	36	 






 









 






EXPLANATORY NOTE



The Rules of The Protherics PLC Savings-Related Share Option Scheme are divided into
three Parts:





	Part A:	 	contains definitions and other general provisions to assist in interpreting
the Rules;
	 
	Part B:	 	contains the rules which relate to grants of options to individuals who are
resident in the United Kingdom for tax purposes. Part A and Part B have been approved by
HM Revenue & Customs for the purposes of Schedule 3 to the Income Tax (Earnings and
Pensions) Act 2003. As a result, options granted under the UK Section are subject to
favourable tax treatment;
	 
	Part C:	 	contains the rules which relate to grants of options to individuals who are
not resident in the United Kingdom for tax purposes;
	 
	Part D:	 	contains any special schedules which modify the general rules contained in Part B
in certain jurisdictions outside the United Kingdom in order to comply with local laws or
to obtain more favourable tax treatment for optionholders in those jurisdictions.




If you have been granted an option but you are unsure which Part of the Rules will
apply to you or you have any other query on the Rules you should consult the Company
Secretary.





1











 





PART A: GENERAL PROVISIONS





	1	 	INTERPRETATION AND CONSTRUCTION
	 
	1.1	 	Definitions
	 
	 	 	In this Plan, the following words and expressions shall bear, unless the
context otherwise requires, the meanings set out below:





	 	 	 
	“Appropriate Period”

	 	the meaning given by paragraph 38(3) of Schedule 3;
	 
	 	 
	“Associated Company”

	 	an associated company of the Company within the
meaning of the expression in paragraph 47 of Schedule
3;
	 
	 	 
	“Board”

	 	the board of directors for the time being of the
Company or a duly authorised committee thereof
provided that if any person obtains Control of the
Company, the Board shall consist of the members of
the Board immediately prior to such Control being
obtained;
	 
	 	 
	“Bonus”

	 	any sum payable to an Option Holder by way of a
terminal bonus on completion of a Savings Contract;
	 
	 	 
	“Bonus Date”

	 	in respect of any Option, the earliest date on which
a Bonus becomes payable under the related Savings
Contract being the Maximum Bonus or the Standard
Bonus as the case may be;
	 
	 	 
	“the Company”

	 	Protherics PLC (registered in England and Wales under
No. 02459087)
	 
	 	 
	“Close Company”

	 	a close company as defined in section 414(1) of the
Taxes Act as varied by paragraph 11(4) of Schedule 3;
	 
	 	 
	“Compromise”

	 	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, which the court
sanctions under section 895 of the Companies Act 2006
or any overseas legislation which is accepted by HM
Revenue & Customs as being equivalent;
	 
	 	 
	“Control”

	 	the meaning given by section 719 of ITEPA;






2









 






	 	 	 
	“Corresponding Provision”

	 	means, in relation to any statutory provision
mentioned in these Rules, any law of a
jurisdiction applying to a Plan Location other
than the United Kingdom which, in the opinion of
the Board, is of a similar purpose or effect to
the relevant statutory provision in these Rules
and which is applicable to the Option Holder
concerned.
	 
	 	 
	“Date of Invitation”

	 	the date on which the Grantor invites
applications for Options;
	 
	 	 
	“Dealing Day”

	 	any day on which the London Stock Exchange is
open for the transaction of business;
	 
	 	 
	“Eligible Employee”

	 	an Eligible UK Employee or an Eligible
International Employee;
	 
	 	 
	“Eligible International
Employee”

	 	means such employees or directors of companies
which are Participating Companies for the
purposes of the International Section as the
Grantor may determine and, in particular, for
the avoidance of doubt, under the International
Section the Grantor may exclude any employee or
director if in the opinion of the Grantor the
participation of that employee or director in
the Scheme is not permitted under any applicable
legislation or would give rise to excessive
additional costs for any Group Member or impose
additional legislative, fiscal or regulatory
requirements on any Group Member or if the
Grantor otherwise deems it appropriate.






3









 






	 	 	 
	“Eligible UK Employee”

	 	any individual who at the Date of Invitation:
	 
	 	 
	 

	 	(a)   is a director or bona fide employee of
a Participating Company on terms
which, if he is a director, require
him to devote at least 25 hours a
week, to his duties (excluding meal
breaks); and

	 
	 	 
	 

	 	(i)   has such qualifying
period (if any) of continuous service
(being a period commencing not earlier
than five years prior to the Grant
Date) as the Grantor may determine;
and

	 
	 	 
	 

	 	(ii)    is subject to income tax
under ITEPA; or

	 
	 	 
	 

	 	(b)   any other individual who is nominated
by the Grantor as a director or
employee of a Participating Company
(or who is nominated as a member of a
category of such directors or
employees);

	 
	 	 
	 

	 	in each case excluding any person who has at the Grant Date, or has

had within the preceding twelve months, a Material Interest in a

Close Company which is:
	 
	 	 
	 

	 	(i)   the Company; or

	 
	 	 
	 

	 	(ii)   a company which has Control of the
Company or is a Member of a
Consortium which owns the
Company;

	 
	 	 
	“Employees’ Share Scheme”

	 	The meaning given by section 1166 of the Companies Act 2006;
	 
	 	 
	“Grant Date”

	 	the date on which the Grantor grants an Option to an Eligible
Employee;






4









 






	 	 	 
	“Grant Period”

	 	The period of 42 days commencing on the day
after any of the following:
	 
	 	 
	 

	 	(a)   the day on which the Plan is adopted by
the Company;

	 
	 	 
	 

	 	(b)   the day on which the UK Section of the
Plan is approved by HM Revenue &
Customs;

	 
	 	 
	 

	 	(c)   the day on which the Company makes an
announcement of its results for the last
preceding financial year, half-year or other
period;

	 
	 	 
	 

	 	(d)   any day on which the Grantor resolves that
exceptional circumstances exist which
justify the grant of Options;

	 
	 	 
	 

	 	(e)   the day on which changes are announced,
effected or made to the legislation or
regulations affecting share option schemes
approved by HM Revenue & Customs;

	 
	 	 
	 

	 	(f)    the date of commencement of an Eligible
Employee’s employment with a
Participating Company provided that the
Eligible Employee is not already employed
by a Participating Company, but only in
respect of that Eligible Employee; or

	 
	 	 
	 

	 	(g)   any day on which a new Savings Contract
prospectus is announced or takes effect;

	 
	 	 
	 

	 	provided that if the Grantor cannot grant Options
due to primary or secondary legislation,
regulations or government directive or due to any
code adopted by the Company (including by
reason of its capital being listed on a stock
exchange) the relevant Grant Period shall be 42
days commencing on the day after the restriction
is lifted and provided further that no Options
shall be granted under the UK Section prior to
the date on which the Plan is formally approved
by the HM Revenue & Customs;
	 
	 	 
	“Grantor”

	 	the Board (acting on behalf of the Company) or
the Trustees acting on the recommendation or
with the consent of the Board (as the case may
be);
	 
	 	 
	“Group Member”

	 	the Company, any Participating Company and a
body corporate which is a Subsidiary of the
Company’s holding company;






5









 






	 	 	 
	“International Section”

	 	means those of the Rules as are set out in Part C
of this document, modified as appropriate by the
Special Schedules;
	 
	 	 
	“ITEPA”

	 	the Income Tax (Earnings and Pensions) Act
2003;
	 
	 	 
	“Key Feature”

	 	means any provision of the Plan which is
necessary for the Plan or any part thereof to meet
the requirements of the SAYE Code;
	 
	 	 
	“Market Value”

	 	in relation to a Share on any day
	 
	 	 
	 

	 	(a)   if and so long as the Shares are listed on
the Official List their closing middle
market quotation (as derived from the
Daily Official List) for the immediately
preceding Dealing Day; or

	 
	 	 
	 

	 	(b)   otherwise, its market value, determined in
accordance with Part VIII of the Taxation
of Chargeable Gains Act 1992 and agreed
in advance with HM Revenue & Customs
Shares & Assets Valuation;

	 
	 	 
	“Material Interest”

	 	the meaning given by paragraph 11 of Schedule
3;
	 
	 	 
	“Maturity Date”

	 	means, for the purposes of the International
Section, the date on which the Savings Contract
is scheduled to terminate;
	 
	 	 
	“Maximum Bonus”

	 	the Bonus payable two years after the completion
of 60 Monthly Contributions under a five-year
Savings Contract;
	 
	 	 
	“Maximum Contribution”

	 	means such maximum Monthly Contribution as
may be determined from time to time by the
Grantor PROVIDED THAT for the purposes of
the UK Section the maximum Monthly
Contribution shall not exceed the value given in
paragraph 25(3)(a) of Schedule 3;
	 
	 	 
	“Member of a Consortium”

	 	the meaning given by paragraph 48(2) of
Schedule 3;






6









 






	 	 	 
	“Minimum Contribution”

	 	£5 or such other amount as the Grantor may
determine from time to time as the minimum
permitted monthly savings contribution payable
by an Eligible Employee under a Savings
Contract in a Plan Location PROVIDED THAT
for the purposes of the UK Section such amount
may not exceed the minimum monthly
contribution specified in paragraph 25(3)(b) of
Schedule 3;
	 
	 	 
	“Monthly Contributions”

	 	monthly contributions agreed to be paid by an
Option Holder under the Savings Contract;
	 
	 	 
	“Notional Repayment”

	 	means, in relation to any Savings Contract under
the International Section, an amount equal to -
	 
	 	 
	 

	 	(X x Y) + Z
	 
	 	 
	 

	 	where -
	 
	 	 
	 

	 	X is the value of one Monthly Contribution
expressed in sterling at such rate of exchange as
prevails on the Grant Date,
	 
	 	 
	 

	 	Y is the duration of the Savings Contract,
expressed in months, and
	 
	 	 
	 

	 	Z is determined by the Board and set out in the
invitations to apply for Options under the
International Section, being -
	 
	 	 
	 

	 	(a)   nil, OR

	 
	 	 
	 

	 	(b)   the value of any bonus or interest that
would be payable if the Savings Contract
was a SAYE Scheme;

	 
	 	 
	“Official List”

	 	the Official List of the UK Listing Authority
acting in its capacity as the relevant competent
authority under the Official Listing of Securities
(Change of Competent Authority) Regulations
2000;
	 
	 	 
	“Option Holder”

	 	a director or employee, or former director or
employee, to whom an Option has been granted
or (where the context so admits or requires) the
personal representatives of any such person;
	 
	 	 
	“Option”

	 	a right to acquire Shares under the Plan which is
either subsisting or (where the context so admits
or requires) is proposed to be granted;






7









 






	 	 	 
	“Option Price”

	 	the price per Share, as determined by the Grantor,
at which an Eligible Employee may acquire
Shares upon the exercise of an Option being not
less than the higher of:
	 
	 	 
	 

	 	(a)   80 per cent of the Market Value of a Share
on the Date of Invitation (or 80 per cent of
the average Market Value of a Share on
the Date of Invitation and the two
immediately preceding Dealing Days or 80
per cent of the Market Value at such other
time or times as may be determined by the
Grantor and agreed in advance in writing
with HM Revenue & Customs) provided
that such Dealing Days shall be within the
Grant Period; and

	 
	 	 
	 

	 	(b)   if the Shares are to be subscribed, their
nominal value

	 
	 	 
	 

	 	subject to any adjustment pursuant to Rule 11;
	 
	 	 
	“Ordinary Share Capital”

	 	the meaning given by section 832(1) of the Taxes
Act;
	 
	 	 
	“Participating Company”

	 	means a Participating UK Company or a
Participating International Company;
	 
	 	 
	“Participating International
Company”

	 	(a)   the Company; and

	 
	 	 
	 

	 	(b)   any other company which is under the
Control of the Company and is a
Subsidiary of the Company, except one
which the Board has determined shall not
be a Participating International Company;

	 
	 	 
	“Participating UK Company”

	 	(a)   the Company; and

	 
	 	 
	 

	 	(b)   any other company which is under the
Control of the Company and is a
Subsidiary of the Company, except one
which the Board has determined shall not
be a Participating UK Company;

	 
	 	 
	“Plan”

	 	the Protherics PLC Savings-Related Share
Option Scheme in its present form or as from
time to time amended in accordance with the
provisions hereof;
	 
	 	 
	“Plan Location”

	 	means a territory in which persons are employed
by one or more Participating Companies;






8









 






	 	 	 
	“Recognised Exchange”

	 	a recognised stock exchange within the meaning
of section 841 of the Taxes Act or a recognised
investment exchange within the meaning of the
Financial Services and Markets Act 2000;
	 
	 	 
	“Repayment”

	 	in relation to a Savings Contract, the aggregate of
the Monthly Contributions which the Option
Holder has made and, subject to Rule 8.2(e) of
the UK Section, any Bonus due at the Bonus
Date and/or any interest that has been credited to
the account on or before the Bonus Date;
	 
	 	 
	“Rules”

	 	these rules together with any schedules or
appendices to these rules;
	 
	 	 
	“SAYE Code”

	 	the meaning given in section 516(3) ITEPA;
	 
	 	 
	“SAYE Scheme”

	 	means a certified contractual savings scheme
within the meaning of section 703(1) of the
Income Tax (Trading and Other Income) Act
2005 which has been approved by an officer of
HMRC for the purposes of Schedule 3 to ITEPA;
	 
	 	 
	“Schedule 3”

	 	Schedule 3 to ITEPA
	 
	 	 
	“Scheme-Related
Employment”

	 	the office or employment by reference to which
an Option Holder is eligible to participate in the
Plan within the meaning of paragraph 10 of
Schedule 3;
	 
	 	 
	“Share”

	 	a share in the Ordinary Share Capital of the
Company which satisfies the conditions specified
in paragraphs 18-22 of Schedule 3;
	 
	 	 
	“Savings Contract”

	 	means any savings plan or arrangement that has
been approved by the Board for the purposes of
the Plan and entered into (or, as the context may
require, to be entered into) by an Eligible
Employee in connection with the grant of an
Option under the Plan and under which he is to
make regular payments to a financial institution
approved by the Board offering savings contracts
suitable for use in connection with the Plan
PROVIDED THAT for the purposes of the UK
Section a no savings plan or arrangement shall be
approved that is not a contract under a certified
SAYE savings arrangement (within the meaning
of section 703(2) of the Income Tax (Trading and
Other Income) Act 2005) approved by HM
Revenue & Customs for the purpose of Schedule
3 and entered into in connection with the grant of
an Option under the Plan;
	 
	 	 
	“Specified Age”

	 	60 years of age;






9









 






	 	 	 
	“Special Schedules”

	 	means any Schedules for the time being forming
Part D of the Rules and which modify the
provisions of the International Section in the case
of individuals resident in certain jurisdictions
outside the United Kingdom.
	 
	 	 
	“Standard Bonus”

	 	(a)   for a three-year Savings Contract, the Bonus
payable after completion of 36 Monthly
Contributions; and

	 
	 	 
	 

	 	(b)   for a five-year Savings Contract, the Bonus
payable after completion of 60 Monthly
Contributions;

	 
	 	 
	“Subsidiary”

	 	the meaning given by section 1159 of the
Companies Act 2006;
	 
	 	 
	“Taxes Act”

	 	the Income and Corporation Taxes Act 1988;
	 
	 	 
	“Trustees”

	 	the trustees for the time being of any employee
benefit trust established for the benefit of all or
substantially all of the Eligible Employees;
	 
	 	 
	“UK Section”

	 	means those of the Rules as are set out in Part B
of this document.







	1.2	 	Construction






	 	(a)	 	words and expressions not otherwise defined herein have the same meaning
they have in the Taxes Act or ITEPA (as the case may be);
	 
	 	(b)	 	where the context so admits or requires words importing the singular shall
include the plural and vice versa and words importing the masculine shall
include the feminine;
	 
	 	(c)	 	reference in the Rules to any statutory provisions are to those provisions as
amended, extended or re-enacted from time to time, and shall include any
regulations made thereunder. The Interpretation Act 1978 shall apply to these
Rules on the same basis as if they were an Act of Parliament;
	 
	 	(d)	 	the headings in the Rules are for the sake of convenience only and should be
ignored when construing the Rules;
	 
	 	(e)	 	for the purposes of the International Section references in the Rules to
values stated in sterling shall mean the equivalent value in the currency of the
Plan Location in which an Eligible Employee is employed determined by the Grantor
by reference to such published rate of exchange between sterling and the said
currency as may be available to the Grantor and which the Grantor in its absolute
discretion determines appropriate.






10











 






	2	 	NUMBER OF SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED
	 
	2.1	 	Ten Per Cent limit on Employees’ Share Schemes
	 
	 	 	The number of Shares which may be allocated under the Plan on any day shall not,
when added to the aggregate of the number of Shares which have been allocated
during that and the previous nine years under the Plan and under any other
Employees’ Share Scheme adopted by the Company or any other company when it is
under the Company’s Control, exceed such number as represents ten per cent of the
ordinary share capital of the Company in issue immediately prior to that day.
	 
	2.2	 	Determining the Limit
	 
	 	 	In determining the above limit:






	 	(a)	 	any Shares allocated to the Trustees under the Plan and any other Employees’
Share Scheme adopted by the Company shall be included;
	 
	 	(b)	 	no account shall be taken of any Shares where the right to acquire such
Shares was released or lapsed without being exercised;
	 
	 	(c)	 	no account shall be taken of any Shares where the right to acquire such
Shares has been or is to be satisfied other than by the issue or allotment of
any part of the share capital of the Company (including, without limitation, by
the transfer of existing shares or by cash);
	 
	 	(d)	 	for so long as it is market practice, treasury Shares shall count as
newly issued Shares.






	2.3	 	Meaning of Allocated
	 
	 	 	For the avoidance of doubt, references in this Rule 2 to the “allocation” of
Shares shall mean, in the case of any share option plan, the placing of unissued
Shares under option, and, in relation to other types of Employees’ Share Schemes,
shall mean the commitment to issue or the issue and allotment of Shares (whichever
is the earlier).






	3	 	ISSUE OR TRANSFER OF SHARES
	 
	3.1	 	Allotment of Shares
	 
	 	 	Subject to Rule 3.3, Shares to be issued pursuant to the exercise of an Option
shall be allotted within 30 days following the effective date of exercise of the
Option.






	3.2	 	Transfer of Shares
	 
	 	 	Subject to Rule 3.3, the Grantor shall procure the transfer of any Shares
to be transferred pursuant to the exercise of an Option within 30 days
following the effective date of exercise of the Option.






	3.3	 	Regulatory Consents
	 
	 	 	The allotment or transfer of any Shares under the Plan shall be subject to
obtaining any such approval or consent as is mentioned in Rule 10.8 or 17.8 as
may be appropriate.




11









 












	3.4	 	Rights of Newly Issued Shares
	 
	 	 	Shares to be issued pursuant to the Plan will rank pari passu in all respects
with the Shares then in issue, except that they will not rank for any rights
attaching to Shares by reference to a record date preceding the date of
exercise.






	3.5	 	Rights of Transferred Shares
	 
	 	 	Shares to be transferred pursuant to the Plan will be transferred free of all
liens, charges and encumbrances and together with all rights attaching thereto,
except they will not rank for any rights attaching to Shares by reference to a
record date preceding the date of exercise.






	3.6	 	Admission of Shares to Listing
	 
	 	 	If and so long as the Shares are admitted to listing by the UK Listing Authority
and admitted to trading on the Official List, the Company shall apply to the UK
Listing Authority for admission to listing and to the London Stock Exchange for
admission to trading of any Shares issued pursuant to the Plan as soon as
practicable after the allotment thereof.






	4	 	ADJUSTMENTS
	 
	4.1	 	Variation of Share Capital
	 
	 	 	The number of Shares over which an Option is granted and the Option Price thereof
(and where an Option has been exercised but no Shares have been allotted or
transferred pursuant to such exercise, the number of Shares which may be so
allotted or transferred and the price at which they may be acquired) shall be
adjusted in such manner as the Grantor shall determine following any variation of
share capital to the intent that (without involving an Option Price calculated to
more than two places of decimals) the aggregate Option Price payable in respect
of an Option shall remain unchanged, provided that no adjustment made pursuant to
this Rule 4.1, shall be made to an Option granted under the UK Section without
the prior approval of HM Revenue & Customs (so long as the Plan or any part
thereof is approved by HM Revenue & Customs).






	4.2	 	Nominal value
	 
	 	 	Apart from pursuant to this Rule 4.2, no adjustment under Rule 4.1 above may have
the effect of reducing the Option Price to less than the nominal value of a Share.
Where an Option subsists over both issued and unissued Shares, any such
adjustment may only be made if the reduction of the Option Price of Options over
both issued and unissued Shares can be made to the same extent. Any adjustment
made to the Option Price of Options over unissued Shares shall only be made 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 exercisable exceeds the adjusted Option Price
and to apply such sum in paying up such amount on such Shares 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.




12









 













	4.3	 	Notification to Option Holders
	 
	 	 	The Board may take such steps as it may consider necessary to notify Option
Holders of any adjustment made under this Rule 4 and to call in, cancel, endorse,
issue or reissue any option certificate subsequent upon such adjustment.






	5	 	ALTERATIONS
	 
	5.1	 	Power of Alteration
	 
	 	 	Subject to Rule 5.2, the Grantor may at any time alter or add to all or any of
the provisions of the Plan in any respect, provided that no alteration or
addition to any Key Feature of the Plan, at a time when the Plan or any part
thereof is approved by HM Revenue & Customs under the SAYE Code, it shall have
effect until it has been approved by HM Revenue & Customs.






	5.2	 	Alterations to the advantage of Option Holders
	 
	 	 	Subject to Rule 5.3, no alteration or addition to the advantage of present or
future Option Holders or employees shall be made under Rule 5.1 to such of the
provisions of the Plan as relate to any of the following:






	 	(a)	 	the persons to whom Options may be granted;
	 
	 	(b)	 	limitations on the grant of Options;
	 
	 	(c)	 	the determination of the Option Price;
	 
	 	(d)	 	the rights to be attached to the Options and the Shares;
	 
	 	(e)	 	the rights of Option Holders in the event of a variation of the share
capital under Rule 4; and
	 
	 	(f)	 	the terms of this Rule 5,






	 
	 	 	without the prior approval by ordinary resolution of the members of the Company
in general meeting.






	5.3	 	Alterations without consent of Shareholders
	 
	 	 	Rule 5.2 shall not apply to any minor alteration or addition which is to benefit
the administration of the Plan, is necessary or desirable in order to obtain or
maintain HM Revenue & Customs approval of the Plan under the SAYE Code, or any
other enactment, or to take account of any change in legislation or to obtain or
maintain favourable taxation, exchange control or regulatory treatment for the
Company, or any Group Member or any Option Holder.






	5.4	 	Consent of Option Holders
	 
	 	 	No alteration or addition shall be made under Rule 5.1 which would abrogate
or adversely affect the subsisting rights of an Option Holder unless it is
made:






	 	(a)	 	with the consent in writing of such number of Option Holders as hold Options
under the Plan to acquire 75 per cent of the Shares which would be issued or






13











 






	 	 	 	transferred if all Options granted and subsisting under the Plan
were exercised; or
	 
	 	(b)	 	by a resolution at a meeting of Option Holders passed by not less that 75 per
cent of the Option Holders who attend and vote either in person or by proxy






and for the purpose of this Rule 5.4 the Option Holders shall be treated as the
holders of a separate class of share capital and the provisions of the Articles of
Association of The Company relating to class meetings shall apply mutatis
mutandis.




	5.5	 	International Options
	 
	 	 	Notwithstanding any other provision of this Plan other than Rule 5.1, the Grantor
may, in respect of Options granted to Eligible Employees who are or who may become
subject to taxation outside the United Kingdom on their remuneration amend or add
to the provisions of the Plan and the terms of Options (whether by way of the
establishment of further Plans to apply in overseas territories or otherwise) as
it considers necessary or desirable to take account of or to mitigate or to comply
with relevant overseas taxation, securities or exchange control laws, provided
that:






	 	(a)	 	the terms of Options granted to such Eligible Employees are not overall more
favourable than the terms of Options granted to other Eligible Employees; and
	 
	 	(b)	 	any Shares made available in respect of such Options count against any limits
on overall or individual participation in the Plan.






	5.6	 	Notice to Option Holders






As soon as reasonably practicable after making any alteration or addition under
Rule 5.1, the Grantor shall give written notice thereof to any Option Holder
materially affected thereby.




	6	 	ADMINISTRATION
	 
	6.1	 	Notices and Communications
	 
	 	 	Any notice or other communication under, or in connection with, the Plan may be
given by personal delivery or by sending the same by electronic means or 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 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. Where a notice or other communication is given by
post, it shall be deemed to have been received 72 hours after it was put in the
post properly addressed and stamped and if by electronic means, when the sender
receives electronic confirmation of delivery or if not available 24 hours after
sending the notice.
	 
	6.2	 	Replacement of Option Certificate
	 
	 	 	If any option certificate shall be worn out, defaced or lost, it may be replaced
on such evidence being provided as the Grantor may require.




14









 












	6.3	 	Availability of Shares
	 
	 	 	The Company shall at all times keep available for allotment unissued Shares at
least sufficient to satisfy all Options under which Shares may be subscribed or
procure that sufficient Shares are available for transfer to satisfy all Options
under which Shares may be acquired.
	 
	6.4	 	Decision of Board
	 
	 	 	The Plan shall be administered by the Board. The Board shall have full authority,
consistent with the Plan, including authority to interpret and construe any
provision of the Plan, to amend the Plan to correct any errors or mistakes of
procedure, and to adopt such regulations for administering the Plan as it may deem
necessary or appropriate. Decisions of the Board shall be final and binding on
all parties.
	 
	6.5	 	Costs of Establishment and Administration
	 
	 	 	The costs of introducing and administering the Plan may be borne by the
Participating Companies.
	 
	7	 	GENERAL
	 
	7.1	 	Issue of Invitations
	 
	 	 	An Eligible Employee shall only be invited to apply for Options under either the
UK Section or the International Section in any one Grant Period.
	 
	7.2	 	Termination of Plan
	 
	 	 	The Plan shall terminate upon the tenth anniversary of its adoption by the Company
in general meeting or at any earlier time by the passing of a resolution by the
Board or an ordinary resolution of the Company in general meeting. Termination of
the Plan shall be without prejudice to the subsisting rights of Option Holders.
	 
	7.3	 	Financial Assistance
	 
	 	 	The Company and any Subsidiary of the Company 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, or enter into any guarantee or indemnity for those
purposes to the extent permitted by Section 153 of the Companies Act 1985. In
addition, the Company may require any Subsidiary to enter into such other
agreement or agreements as it shall deem necessary to oblige such Subsidiary to
reimburse the Company for any other amounts paid by the Company hereunder,
directly or indirectly in respect of such Subsidiary’s employees.
	 
	7.4	 	Loss of Office or Employment
	 
	 	 	Any person who ceases to have the status or relationship of an employee with any
Group Member as a result of the termination and/or giving of notice of termination
of his employment for any reason and howsoever that termination and/or giving of
notice of termination occurs, whether lawfully or otherwise, shall not be entitled
and shall be deemed irrevocably to have waived, any
entitlement by way of damages for dismissal or by way of compensation for loss of
office or employment or otherwise to




15









 






	 	 	any sum, damages or other benefits to compensate that person for the loss or
alteration of any rights, benefits or expectations in relation to any Option, the
Plan or any instrument executed pursuant to it.






	7.5	 	Legal Entitlement
	 
	 	 	Nothing in the Plan shall be deemed to give any employee of any Participating
Company any right to participate in the Plan. Nothing in the Plan or in any
instrument executed pursuant to it will confer on any person any right to continue
in employment, nor will it affect the right of any Group Member to terminate
and/or give notice to terminate the employment of any person without liability at
any time with or without cause, nor will it impose upon the Grantor or any other
person any duty or liability whatsoever (whether in contract, tort or otherwise)
in connection with:






	 	(a)	 	the lapsing of any Option pursuant to the Plan;
	 
	 	(b)	 	the failure or refusal to exercise any discretion under the Plan; and/or
	 
	 	(c)	 	an Option Holder ceasing and/or giving or receiving notice to cease to hold an
office or employment for any reason whatsoever.






	7.6	 	Wages
	 
	 	 	Options shall not (except as required by taxation law) form part of the emoluments
of individuals or count as wages or remuneration for pension or other purposes.
	 
	7.7	 	Data Protection
	 
	 	 	By participating in the Plan, an Option Holder consents to the holding and
processing of personal data provided by the Option Holder to the Company for all
purposes relating to the operation of the Plan, including, but not limited to
administering and maintaining Option Holder records, providing information to the
Trustees, registrars, brokers, savings carrier or other third party administrators
of the Plan, providing information to future purchasers of the Company or the
business in which the Option Holder works and transferring information about the
Option Holder to a country or territory outside the European Economic Area.
	 
	7.8	 	Third Party Rights
	 
	 	 	No third party will have any rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Plan (without prejudice to any
right of a third party which exists other than under that Act).
	 
	7.9	 	Governing Law
	 
	 	 	These Rules shall be governed by and construed in accordance with the laws
of England and Wales.




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PART B: UK SECTION





	8	 	APPLICATION FOR OPTIONS
	 
	8.1	 	Issue of Invitations
	 
	 	 	Subject to Rule 7.1, during a Grant Period, the Grantor may invite applications
for Options from Eligible UK Employees.
	 
	8.2	 	Contents of Invitation
	 
	 	 	Any invitation to apply for Options shall be sent in writing to all
Eligible UK Employees and shall include details of:






	 	(a)	 	eligibility;
	 
	 	(b)	 	the Option Price or the mechanism by which the Option Price will be notified
to Eligible UK Employees (which for the avoidance of doubt, may be different in
respect of three, five and/or seven year Savings Contracts);
	 
	 	(c)	 	the Maximum Contribution payable;
	 
	 	(d)	 	whether the Eligible UK Employees may elect for a three, five or seven year
Savings Contract;
	 
	 	(e)	 	whether, for the purpose of determining the number of Shares over which an
Option is to be granted, the Repayment under the Savings Contract is to be taken
as including the Maximum Bonus, the Standard Bonus, or no Bonus;
	 
	 	(f)	 	the date by which applications made pursuant to Rule 8.3 must be received
(being neither earlier than 14 days nor later than 21 days after the Date of
Invitation),






	 	 	and the Grantor may determine and include in the invitations details of the
maximum number of Shares over which applications for Options are to be invited.
	 
	8.3	 	Application for Savings Contract
	 
	 	 	Applications for Options must incorporate or be accompanied by an application for
a Savings Contract.
	 
	8.4	 	Contents of Application
	 
	 	 	An application for an Option shall be in writing or in electronic format and in
such form as the Grantor may from time to time prescribe save that it shall
provide for the applicant to state:






	 	(a)	 	the Monthly Contributions (being a multiple of £1) and not less than the
Minimum Contribution which he wishes to make under the Savings Contract to be
made in connection with the Option for which application is made;
	 
	 	(b)	 	that his proposed Monthly Contributions (when taken together with any
monthly contributions he makes under any other Savings Contract) will not exceed
the Maximum Contribution;




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	 	(c)	 	if Eligible UK Employees may elect for a three, five or seven year Savings
Contract, his election in that respect.






	8.5	 	Provision for Scaling Down
	 
	 	 	Each application for an Option shall provide that, in the event of excess
applications, each application shall be deemed to have been modified or withdrawn
in accordance with the steps taken by the Grantor to scale down applications
pursuant to Rule 9.
	 
	8.6	 	Selection of Savings Carrier
	 
	 	 	Proposals for a Savings Contract shall be limited to such building society or bank
or other institution as the Grantor may designate. For the avoidance of doubt,
the Grantor shall only designate such building society or bank or other
institution that can provide a Savings Contract that is an “approved savings
arrangement” within the meaning of paragraph 24 of Schedule 3.
	 
	8.7	 	Number of Shares Applied for
	 
	 	 	Each application shall be deemed to be for an Option over the largest whole
number of Shares which can be acquired at the Option Price with the expected
Repayment at the Bonus Date under the Savings Contract entered into in connection
with the Option.
	 
	8.8	 	Multiple Applications
	 
	 	 	Eligible UK Employees may apply for more than one Option in response to any
invitation. However, where an Eligible UK Employee applies for more than one
Option, he shall be deemed for the purposes of Rule 9 to have applied for a
single Option.
	 
	9	 	SCALING DOWN
	 
	9.1	 	Process for Scaling Down
	 
	 	 	If valid applications are received for a total number of Shares in excess of any
maximum number of Shares determined by the Grantor pursuant to Rule 8.2, or any
limitation under Rule 2, the Grantor shall scale down applications by taking, at
its absolute discretion, any of the following steps until the number of Shares
available equals or exceeds such total number of Shares applied for provided
always that in reducing the number of Shares applied for, any adjustments shall
ensure that an Eligible UK Employee’s Monthly Contribution remains a multiple of
£1:






	 	(a)	 	by treating any elections for the Maximum Bonus as elections for the
Standard Bonus and then, so far as necessary, by reducing the proposed Monthly
Contributions pro rata to the excess over such amount as the Grantor shall
determine for this purpose being not less than £5 and then, so far as
necessary, selecting by lot; or
	 
	 	(b)	 	by treating each election for a Bonus as an election for no Bonus and then, so
far as necessary, by reducing the proposed Monthly Contributions pro rata to the
excess over such amount as the Grantor shall determine for this purpose being not
less than £5 and then, so far as necessary, selecting by lot; or




18









 






	 	(c)	 	by reducing the proposed Monthly Contributions pro rata to the excess over
such amount as the Grantor shall determine for this purpose being not less than
£5 and then, so far as necessary, selecting by lot.






	9.2	 	Cancellation of Offer
	 
	 	 	If the number of Shares available is insufficient to enable an Option based on
Monthly Contributions of £5 a month to be granted to each Eligible UK Employee
making a valid application, the Grantor may, as an alternative to selecting by
lot, determine in its absolute discretion that no Options shall be granted.
	 
	9.3	 	Modification of Process
	 
	 	 	If the Grantor so determines, the provisions in Rule 9.1(a), 9.1(b) and 9.1(c) may
be modified or applied in any manner as may be agreed in advance with HM Revenue &
Customs.
	 
	9.4	 	Extension of Grant Period
	 
	 	 	If, in applying the scaling down provisions contained in this Rule 9, Options
cannot be granted within the 30 day period referred to in Rule 10.2, the Grantor
may extend that period by twelve days regardless of the expiry of the relevant
period set out in Rule 8.1.
	 
	10	 	GRANT OF OPTIONS
	 
	10.1	 	Grant Period
	 
	 	 	The Grantor may grant Options only during a Grant Period, except that if part or
all of the Grant Period coincides with a period during which the Grantor is
unable to grant Options by reason of primary or secondary legislation,
regulations or government directive or by reason of any agreement to which the
Company is or maybe a party, then the Grantor may grant Options within the
period of 42 days following the end of that period.
	 
	10.2	 	Grant Date
	 
	 	 	Within 30 days, or if Rule 9 applies, 42 days, of the earliest date by reference
to which the Option Price is determined, the Grantor shall grant to each
Eligible UK Employee who has submitted a valid application (within any
applicable time limit), an Option over the largest whole number of Shares which
can be acquired at the Option Price with the expected Repayment (and any
applicable Bonus) under that Eligible UK Employee’s Savings Contract at the
applicable Bonus Date.
	 
	10.3	 	Persons to whom Options may not be granted
	 
	 	 	No Option shall be granted to any person if at the Grant Date that person shall
have ceased to be an Eligible UK Employee.
	 
	10.4	 	Issue of Option Certificate
	 
	 	 	As evidence of the grant of an Option, the Company shall execute a document, which
may be in respect of an individual Option or any number of Options granted at the
same time. This document shall be sealed or executed in such a manner as to take






19












 






	 	 	effect in law as a legally binding obligation of the Company. As soon as
practicable after the Grant Date, the Company shall issue to each Option Holder an
option certificate in such form (consistent with the provisions of the Plan) as
the Grantor may from time to time prescribe. Each such certificate shall specify
the Grant Date of the Option, the number and class of Shares over which the Option
is granted, the Bonus Date and the Option Price.
	 
	10.5	 	Limit on Contributions
	 
	 	 	No Eligible UK Employee shall be granted an Option to the extent it would at
the proposed Grant Date cause the aggregate amount of his contributions under
all Savings Contracts to exceed the Maximum Contribution.
	 
	10.6	 	Non-Transferability
	 
	 	 	Subject to the rights of exercise by an Option Holder’s personal representatives
pursuant to Rule 11.6, every Option shall be personal to the Option Holder to whom
it is granted and shall not be transferable or in any way alienable.
	 
	10.7	 	Options granted Free of Charge
	 
	 	 	No amount shall be paid in respect of the grant of an Option.
	 
	10.8	 	Approvals
	 
	 	 	The grant of an Option or the delivery of any Shares following its exercise
shall be subject to obtaining any approval or consent required under any
applicable laws, regulations or governmental authority and the requirements of
the UK Listing Authority, and any other securities exchange on which the Shares
are traded.
	 
	11	 	RIGHTS TO EXERCISE OPTIONS
	 
	11.1	 	No exercise before Bonus Date
	 
	 	 	Save as provided in Rules 11.6, 11.7, 11.8, and 13, an Option shall not be
exercised earlier than the Bonus Date under the relevant Savings Contract.
	 
	11.2	 	No exercise more than six months after Bonus Date
	 
	 	 	Save as provided in Rule 11.6, an Option shall not be exercised later than six
months after the Bonus Date under the relevant Savings Contract.
	 
	11.3	 	Partial Exercise
	 
	 	 	An Option may be exercised in part only, however, if such partial exercise occurs
the unexercised part shall lapse at the date of exercise.
	 
	11.4	 	Requirement of Continued Employment
	 
	 	 	Save as provided in Rules 11.6, 11.8, and Rule 13, an Option Holder may exercise
an Option only while he continues to hold a Scheme-Related Employment.




20









 












	11.5	 	Option Holder with Material Interest
	 
	 	 	An Option Holder may not exercise an Option if he has, or has had at any time
within the twelve month period preceding the date of exercise, a Material
Interest in the issued Ordinary Share Capital of a Close Company which is the
Company or a company which has Control of the Company or is a Member of a
Consortium which owns the Company.
	 
	11.6	 	Death of the Option Holder
	 
	 	 	The personal representatives of a deceased Option Holder may exercise his Option
to the extent of the Repayment due under the Savings Contract at the date of death
within:






	 	(a)	 	one year following the date of his death, if such death occurs before
the Bonus Date;
	 
	 	(b)	 	one year following the Bonus Date if such death occurs on or within six
months of the Bonus Date.






	11.7	 	Retirement
	 
	 	 	Subject to Rule 11.2, an Option may be exercised by an Option Holder, to the
extent of the Repayment due under the Savings Contract, within six months of the
date on which he reaches the Specified Age, if he continues after that date to
hold a Scheme-Related Employment.
	 
	11.8	 	Termination of Employment
	 
	 	 	An Option may, to the extent of the Repayment due under the Savings Contract at
the date of cessation, be exercised by an Option Holder within six months
following his cessation of a Scheme-Related Employment by reason of:






	 	(a)	 	injury or disability proved to the satisfaction of the Grantor;
	 
	 	(b)	 	redundancy within the meaning of the Employment Rights Act 1996;
	 
	 	(c)	 	retirement on or after reaching the Specified Age or any other age at which he
is bound to retire in accordance with the terms of his contract of employment;
	 
	 	(d)	 	his office or employment being in a Participating UK Company of which the
Company ceases to have Control, provided that the Option Holder is employed by
the Participating UK Company immediately prior to such change of Control;
	 
	 	(e)	 	the transfer or sale of the undertaking or part-undertaking in which he is
employed to a person who is neither an Associated Company nor a company under the
Control of the Company, provided the Option Holder is employed by a Participating
UK Company immediately prior to such transfer or sale;
	 
	 	(f)	 	except in the case of dismissal for misconduct, cessation of office
or employment for any reason provided that such cessation of office or
employment is more than three years after the Grant Date.




21









 












	11.9	 	Pregnancy
	 
	 	 	For the purpose of this Rule 11, a woman who leaves employment due to pregnancy
will be regarded as having left on the earliest of:






	 	(a)	 	the date she notifies her employer of her intention not to return,
	 
	 	(b)	 	where she is entitled to additional maternity leave, the last day of the
twenty nine week period beginning with the week of childbirth (or, where the
employee takes up to four weeks’ parental leave immediately following this
period, the last day of this period of parental leave),
	 
	 	(c)	 	where she is not entitled to additional maternity leave (and provided she
has fulfilled any other criteria in this regard) the last day of the eighteen
week period beginning with the week of childbirth, and
	 
	 	(d)	 	any other date specified by the terms of her office or employment.






	11.10	 	Option Holder ceasing to be employed by Participating UK Company
	 
	 	 	If an Option Holder ceases to be a director or employee of a Participating UK
Company, but on the Bonus Date is an employee or director of an Associated
Company or a company of which the Company has Control, he may exercise his
Option within six months of that date.
	 
	11.11	 	Transfer of Employment within Group
	 
	 	 	No person shall be treated for the purposes of this Rule 11 as ceasing to hold an
office or employment by virtue of which that person is eligible to participate in
the Plan until that person ceases to hold any office or employment in the Company
or any Associated Company or any company of which the Company has Control.
	 
	12	 	LAPSE OF OPTIONS
	 
	 	 	Options shall lapse upon the occurrence of the earliest of the following events:






	 	(a)	 	subject to Rule 10(c), six months after the Bonus Date under the Savings
Contract entered into in connection with the Option;
	 
	 	(b)	 	before an Option has become capable of being exercised, the Option Holder
giving notice that he intends to stop paying Monthly Contributions, or being
deemed under the terms of the Savings Contract to have given such notice by
either making an application for repayment of the Monthly Contributions or having
deferred making more than six Monthly Contributions;
	 
	 	(c)	 	where the Option Holder dies before the Bonus Date, twelve months after the
date of death, and where the Option Holder dies in the period of six months after
the Bonus Date, twelve months after the Bonus Date;
	 
	 	(d)	 	the expiry of any of the periods specified in Rule 11.8 (save that if at the
time any of the applicable periods under Rule 11.8 expire, time is running under
the period in Rule 11.6, the Option shall not lapse by reason of this Rule 12(d)
until the expiry of the period under Rule 11.6




22









 






	 	(e)	 	the expiry of any of the periods specified in Rules 13.1, 13.3 13.4 and 13.5
save where an Option is released in consideration of the grant of a New Option
(during one of the periods specified in Rules 13.3 and 13.4 pursuant to Rule 13.7;
	 
	 	(f)	 	the Option Holder ceasing to hold an office or employment with a
Participating UK Company or an Associated Company, howsoever that cessation
occurs whether lawful or unlawful, in any circumstances other than :






	 	(i)	 	where the cessation of office or employment arises on any of the
grounds specified in Rules 11.6 or 11.8; or
	 
	 	(ii)	 	where the cessation of office or employment arises on any ground
whatsoever during any of the periods specified in Rule 13;






	 	(g)	 	subject to Rule 13.5, the passing of an effective resolution, or the making
of an order by the Court, for the winding-up of the Company;
	 
	 	(h)	 	the Option Holder being deprived (otherwise than on death) of the legal or
beneficial ownership of the Option by operation of law, or doing or omitting to
do anything which causes him to be so deprived or he becomes bankrupt;
	 
	 	(i)	 	the expiry of any of the periods referred to under Rule 13 except where an
Option is released in consideration of a New Option pursuant to Rule 13.7.






	13	 	TAKEOVER, RECONSTRUCTION AND LIQUIDATION
	 
	13.1	 	General Offer
	 
	 	 	Subject to Rules 13.3 and 13.6, if any person makes either:






	 	(a)	 	a general offer to acquire the whole of the issued Ordinary Share Capital
(which is either unconditional or is made on a condition such that if it is
satisfied the person making the offer will have Control of the Company); or
	 
	 	(b)	 	a general offer to acquire all the shares in the Company which are of the same
class as the Shares






	 	 	(in either case disregarding any shares already owned by it or by any company
associated with it), an Option may be exercised within six months (or such
earlier date as the Grantor may determine) of the time that the person making
the offer has obtained Control of the Company and any condition subject to which
the offer is made has been satisfied.
	 
	 	 	In each case, the Grantor shall notify Participants in writing as soon as possible
and in any event with sufficient time to exercise their Options. Such exercise of
Options shall be done in accordance with any procedure set down by the Grantor.




23









 












	13.2	 	Control
	 
	 	 	For the purposes of Rule 13.1 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.






	13.3	 	Compulsory Purchase of Minority Shareholdings
	 
	 	 	Subject to Rule 13.6, if any person becomes bound or entitled to acquire Shares
under sections 428 to 430F of the Companies Act 1985 (or sections 979 to 982 of
the Companies Act 2006 as and when those provisions comes into force) (or
legislation accepted by HM Revenue & Customs as being its overseas equivalent), an
Option may be exercised within a period of four weeks beginning with the date on
which that person becomes so bound or entitled and if not so exercised, shall
lapse.
	 
	13.4	 	Compromise
	 
	 	 	Subject to Rule 13.6, if a Compromise is proposed the following applies:






	 	(a)	 	the Company shall notify all Option Holders at the same time as it sends
notices to members of the Company calling the meeting to consider the
Compromise;
	 
	 	(b)	 	Option Holders may then exercise the Option subject to the terms of this Rule
13.4 before the earlier of the expiry of six months from the date of such notice
and the date on which the court sanctions the Compromise, but in any event not
before the date on which the court sanctions the Compromise; and
	 
	 	(c)	 	the Option, to the extent unexercised, shall lapse on the Compromise being
sanctioned by the court and becoming effective.






	13.5	 	Liquidation
	 
	 	 	If notice is duly given of a resolution for the voluntary winding-up of the
Company, the Company shall notify all Option Holders. Subject to Rule 13.6,
Options may then be exercised until the resolution is duly passed or defeated or
the meeting concluded or adjourned indefinitely. If the resolution is duly passed
all Options shall, to the extent that they have not been exercised, lapse
immediately.
	 
	13.6	 	Mandatory Exchange
	 
	 	 	Rules 13.1, 13.3 and 13.4 shall not apply where:






	 	(a)	 	the events are part of a scheme or arrangement whereby Control of the
Company is obtained by another company (“the Acquiring Company”);
	 
	 	(b)	 	immediately after the Acquiring Company obtains Control, the issued ordinary
share capital of the Acquiring Company is owned materially (at least 75 per cent)
by the same persons who were equity shareholders of the Company immediately prior
to the Acquiring Company obtaining Control;
	 
	 	(c)	 	the Acquiring Company agrees to grant New Options in accordance with Rule 13.7
in consideration for the release of any Options which have not lapsed.




24









 












	13.7	 	Exchange of Options
	 
	 	 	If Options become exercisable pursuant to any of Rules 13.1, 13.3 or 13.4 above
(where this occurs as a result of a company obtaining Control in the cases of
Rules 13.1 and 13.4 or as a result of a company becoming bound or entitled in
accordance with Rule 13.3, any Option Holder may at any time within the
Appropriate Period, by agreement with the relevant company, release any Option
which has not lapsed (“the Old Option”) in consideration of the grant to him of an
Option (“the New Option”) which is equivalent to the Old Option but relates to
 shares in a different company falling within paragraph 18(b) or (c) of Schedule 3
(whether the company which has obtained Control of the Company itself or some
other company).
	 
	13.8	 	Meaning of “equivalent”
	 
	 	 	The New Option shall not be regarded for the purposes of Rule 13.7 as equivalent
to the Old Option unless the conditions set out in paragraph 39(4)
of Schedule 3 are satisfied, but so that the provisions of the Plan shall for
this purpose be construed as if:






	 	(a)	 	the New Option were an option granted under the Plan at the same time as the
Old Option; and
	 
	 	(b)	 	except for the purposes of the definitions of “Participating UK Company” and
“Subsidiary” in Rule 1.1, the reference to Protherics PLC in the definition of
“the Company” in Rule 1.1 were a reference to the different company mentioned in
Rule 13.7.






	14	 	MANNER OF EXERCISE
	 
	14.1	 	Limitation to Repayment under Savings Contract
	 
	 	 	An Option may only be exercised during the periods specified in Rules 11 and 13,
and only with monies not exceeding the amount of the Repayment under the Savings
Contract as at the date of such exercise. For this purpose, no account shall be
taken of such part (if any) of the Repayment, of any Monthly Contribution, the due
date for the payment of which under the Savings Contract arises after the date of
the Repayment.
	 
	14.2	 	Procedure on Exercise
	 
	 	 	An Option may be exercised, in whole or in part, subject to applicable law, by the
delivery in writing or in electronic format and in such form as the Grantor may
from time to time prescribe, to the Secretary of the Company or its duly appointed
agent of the following:






	 	(a)	 	an option certificate, or such other proof of grant of an Option as the
Company may specify from time to time, covering at least all of the Shares over
which the Option is then to be exercised;
	 
	 	(b)	 	the notice of exercise in the prescribed form duly completed and signed by
the Option Holder (or by his duly authorised agent); and
	 
	 	(c)	 	a remittance for the aggregate Option Price, or authority to the Company to
withdraw and apply monies from the Savings Contract equal to the aggregate 




25









 






	 	 	 	Option Price, payable in respect of the Shares over which the Option is
to be exercised.






26











 





PART C: INTERNATIONAL SECTION





	15	 	APPLICATION FOR OPTIONS
	 
	15.1	 	Issue of Invitations
	 
	 	 	Subject to Rule 7.1, during a Grant Period, the Grantor may invite applications
for Options from Eligible International Employees. Invitations to apply for
Options may be issued at different times to individuals in different Plan
Locations.
	 
	15.2	 	Contents of Invitation
	 
	 	 	Any invitation to apply for Options shall be sent in writing to all
Eligible International Employees and shall include details of:






	 	(a)	 	eligibility;
	 
	 	(b)	 	the Option Price or the mechanism by which the Option Price will be notified
to Eligible International Employees (which for the avoidance of doubt, may be
different in respect of three, five and/or seven year Savings Contracts);
	 
	 	(c)	 	the Maximum Contribution payable;
	 
	 	(d)	 	whether the Eligible International Employees may enter into a Savings
Contract, which terminates on the third; fifth or seventh anniversary of the
starting date;
	 
	 	(e)	 	the date by which applications made pursuant to Rule 15.3 must be received
(being neither earlier than 14 days nor later than 21 days after the Date of
Invitation),






	 	 	and the Grantor may determine and include in the invitations details of the
maximum number of Shares over which applications for Options are to be invited.
	 
	15.3	 	Application for Savings Contract
	 
	 	 	Applications for Options must incorporate or be accompanied by an application for
a Savings Contract.
	 
	15.4	 	Contents of Application
	 
	 	 	An application for an Option shall be in writing or in electronic format and in
such form as the Grantor may from time to time prescribe save that it shall
provide for the applicant to:






	 	(a)	 	state the Monthly Contributions and not less than the Minimum Contribution
which he wishes to make under the Savings Contract to be made in connection with
the Option for which application is made;
	 
	 	(b)	 	if Eligible International Employees may elect to enter into a Savings
Contract; which terminates on the third; fifth or seventh anniversary of the
starting date, his election in that respect;




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	 	(c)	 	provide authority for the contributions under the Eligible International
Employee’s Savings Contract to be deducted from his pay and paid to the relevant
financial institution approved by the Board offering savings contracts suitable
for use in connection with the Plan on his behalf;






	15.5	 	Provision for Scaling Down
	 
	 	 	Each application for an Option shall provide that, in the event of excess
applications, each application shall be deemed to have been modified or withdrawn
in accordance with the steps taken by the Grantor to scale down applications
pursuant to Rule 16.
	 
	15.6	 	Selection of Savings Carrier
	 
	 	 	Proposals for a Savings Contract shall be limited to such building society or
bank or other institution as the Grantor may designate.
	 
	15.7	 	Number of Shares Applied for
	 
	 	 	Each application shall be deemed to be for an Option over the largest whole
number of Shares which can be acquired at the Option Price with the expected
Notional Repayment at the Maturity Date under the Savings Contract entered into
in connection with the Option.
	 
	15.8	 	Multiple Applications
	 
	 	 	Eligible International Employees may apply for more than one Option in response to
any invitation. However, where an Eligible International Employee applies for more
than one Option, he shall be deemed for the purposes of Rule 16 to have applied
for a single Option.
	 
	16	 	SCALING DOWN
	 
	16.1	 	Process for Scaling Down
	 
	 	 	If valid applications are received for a total number of Shares in excess of any
maximum number of Shares determined by the Grantor pursuant to Rule 15.2, or any
limitation under Rule 2, the Grantor shall scale down applications by such method
as the Grantor may decide, at its absolute discretion, until the number of Shares
available equals or exceeds such total number of Shares applied for provided
always that in reducing the number of Shares applied for, any adjustments to
applications made under the International Section are made on a similar basis
without regard to differences among Eligible International Employees in respect
of remuneration, length of service or any other factor:
	 
	16.2	 	Cancellation of Offer
	 
	 	 	If the number of Shares available is insufficient to enable an Option based
on the Minimum Contribution a month to be granted to each Eligible
International Employee making a valid application, the Grantor may determine
in its absolute discretion that no Options shall be granted.




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	16.3	 	Extension of Grant Period
	 
	 	 	If, in applying the scaling down provisions contained in this Rule 16, Options
cannot be granted within the 30 day period referred to in Rule 17.2, the Grantor
may extend that period by twelve days regardless of the expiry of the relevant
period set out in Rule 15.1.
	 
	17	 	GRANT OF OPTIONS
	 
	17.1	 	Grant Period
	 
	 	 	The Grantor may grant Options only during a Grant Period, except that if part or
all of the Grant Period coincides with a period during which the Grantor is
unable to grant Options by reason of primary or secondary legislation,
regulations or government directive or by reason of any agreement to which the
Company is or maybe a party, then the Grantor may grant Options within the
period of 42 days following the end of that period.
	 
	17.2	 	Grant Date
	 
	 	 	Within 30 days, or if Rule 16 applies, 42 days, of the earliest date by reference
to which the Option Price is determined, the Grantor shall grant to each Eligible
International Employee who has submitted a valid application (within any
applicable time limit), an Option over the largest whole number of Shares which
can be acquired at the Option Price with the expected Notional Repayment under
that Eligible International Employee’s Savings Contract at the applicable Maturity
Date.
	 
	17.3	 	Persons to whom Options may not be granted
	 
	 	 	No Option shall be granted to any person if at the Grant Date that person shall
have ceased to be an Eligible International Employee.
	 
	17.4	 	Issue of Option Certificate
	 
	 	 	As evidence of the grant of an Option, the Company shall execute a document, which
may be in respect of an individual Option or any number of Options granted at the
same time. This document shall be sealed or executed in such a manner as to take
effect in law as a legally binding obligation of the Company. As soon as
practicable after the Grant Date, the Company shall issue to each Option Holder an
option certificate in such form (consistent with the provisions of the Plan) as
the Grantor may from time to time prescribe. Each such certificate shall specify
the Grant Date of the Option, the number and class of Shares over which the Option
is granted, the Maturity Date and the Option Price.
	 
	17.5	 	Limit on Contributions
	 
	 	 	No Eligible International Employee shall be granted an Option to the extent it
would at the proposed Grant Date cause the aggregate amount of his contributions
under all Savings Contracts to exceed the Maximum Contribution.




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	17.6	 	Non-Transferability
	 
	 	 	Subject to the rights of exercise by an Option Holder’s personal representatives
pursuant to Rule 18.6, every Option shall be personal to the Option Holder to whom
it is granted and shall not be transferable or in any way alienable.
	 
	17.7	 	Options granted Free of Charge
	 
	 	 	No amount shall be paid in respect of the grant of an Option.
	 
	17.8	 	Approvals
	 
	 	 	The grant of an Option or the delivery of any Shares following its exercise
shall be subject to obtaining any approval or consent required under any
applicable laws, regulations or governmental authority and the requirements of
the UK
Listing Authority, and any other securities exchange on which the Shares are
traded.
	 
	18	 	RIGHTS TO EXERCISE OPTIONS
	 
	18.1	 	No exercise before Maturity Date
	 
	 	 	Save as provided in Rules 18.5, 18.6, 18.7, and 20, an Option shall not be
exercised earlier than the Maturity Date under the relevant Savings Contract.
	 
	18.2	 	No exercise more than six months after Maturity Date
	 
	 	 	Save as provided in Rule 18.5, an Option shall not be exercised later than six
months after the Maturity Date under the relevant Savings Contract.
	 
	18.3	 	Partial Exercise
	 
	 	 	An Option may be exercised in part only, however, if such partial exercise occurs
the unexercised part shall lapse at the date of exercise.
	 
	18.4	 	Requirement of Continued Employment
	 
	 	 	Save as provided in Rules 18.6, 18.8, and Rule 20, an Option Holder may exercise
an Option only while he continues to hold a Scheme-Related Employment.
	 
	18.5	 	Death of the Option Holder
	 
	 	 	The personal representatives of a deceased Option Holder may exercise his Option
to the extent of the Notional Repayment due under the Savings Contract at the date
of death within:






	 	(a)	 	one year following the date of his death, if such death occurs before
the Maturity Date;
	 
	 	(b)	 	one year following the Maturity Date if such death occurs on or within six
months of the Maturity Date.






	18.6	 	Retirement
	 
	 	 	Subject to Rule 18.2, an Option may be exercised by an Option Holder, to the
extent of the Notional Repayment due under the Savings Contract, within six
months of the




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	 	 	date on which he reaches the Specified Age, if he continues after that date to
hold a Scheme-Related Employment.






	18.7	 	Termination of Employment
	 
	 	 	An Option may, to the extent of the Notional Repayment due under the Savings
Contract at the date of cessation, be exercised by an Option Holder within six
months following his cessation of a Scheme-Related Employment by reason of:






	 	(a)	 	injury or disability proved to the satisfaction of the Grantor;
	 
	 	(b)	 	redundancy within the meaning of the Employment Rights Act 1996 or a
Corresponding Provision;
	 
	 	(c)	 	retirement on or after reaching the Specified Age or any other age at which he
is bound to retire in accordance with the terms of his contract of employment;
	 
	 	(d)	 	his office or employment being in a Participating International Company of
which the Company ceases to have Control, provided that the Option Holder is
employed by the Participating International Company immediately prior to such
change of Control;
	 
	 	(e)	 	the transfer or sale of the undertaking or part-undertaking in which he is
employed to a person who is neither an Associated Company nor a company under the
Control of the Company, provided the Option Holder is employed by a Participating
International Company immediately prior to such transfer or sale;
	 
	 	(f)	 	except in the case of dismissal for misconduct, cessation of office
or employment for any reason provided that such cessation of office or
employment is more than three years after the Grant Date.






	18.8	 	Pregnancy
	 
	 	 	For the purpose of this Rule 18, a woman who leaves employment due to pregnancy
will be regarded as having left on the earliest of,






	 	(a)	 	the date she notifies her employer of her intention not to return,
	 
	 	(b)	 	where she is entitled to additional maternity leave, the last day of the
twenty nine week period beginning with the week of childbirth (or, where the
employee takes up to four weeks’ parental leave immediately following this
period, the last day of this period of parental leave),
	 
	 	(c)	 	where she is not entitled to additional maternity leave (and provided she
has fulfilled any other criteria in this regard) the last day of the eighteen
week period beginning with the week of childbirth, and
	 
	 	(d)	 	any other date specified by the terms of her office or employment.






	18.9	 	Option Holder ceasing to be employed by Participating International Company
	 
	 	 	If an Option Holder ceases to be a director or employee of a Participating
International Company, but on the Maturity Date is an employee or director of
an




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	 	 	Associated Company or a company of which the Company has Control, he may
exercise his Option within six months of that date.






	18.10	 	Transfer of Employment within Group
	 
	 	 	No person shall be treated for the purposes of this Rule 18 as ceasing to hold an
office or employment by virtue of which that person is eligible to participate in
the Plan until that person ceases to hold any office or employment in the Company
or any Associated Company or any company of which the Company has Control.
	 
	19	 	LAPSE OF OPTIONS
	 
	19.1	 	General
	 
	 	 	Options shall lapse upon the occurrence of the earliest of the following events:






	 	(a)	 	subject to Rule 19.1(c), six months after the Maturity Date under the Savings
Contract entered into in connection with the Option;
	 
	 	(b)	 	before an Option has become capable of being exercised, the Option Holder —






	 	(i)	 	giving notice that he intends to stop paying Monthly Contributions,
	 
	 	(ii)	 	making an application for repayment of the Monthly Contributions or
	 
	 	(iii)	 	has deferred making more than six Monthly Contributions;






	 	(c)	 	where the Option Holder dies before the Maturity Date, twelve months after
the date of death, and where the Option Holder dies in the period of six months
after the Maturity Date, twelve months after the Maturity Date;
	 
	 	(d)	 	the expiry of any of the periods specified in Rule 18.7 (save that if at the
time any of the applicable periods under Rule 18.7 expire, time is running under
the period in Rule 18.5, the Option shall not lapse by reason of this Rule 19(d)
until the expiry of the period under Rule 18.5
	 
	 	(e)	 	the expiry of any of the periods specified in Rules 20.1, 20.3 20.4 and 20.5
save where an Option is released in consideration of the grant of a New Option
(during one of the periods specified in Rules 20.3 and 20.4 pursuant to Rule 20.7;
	 
	 	(f)	 	the Option Holder ceasing to hold an office or employment with a
Participating International Company or an Associated Company, howsoever
that cessation occurs whether lawful or unlawful, in any circumstances
other than :






	 	(i)	 	where the cessation of office or employment arises on any of the
grounds specified in Rules 18.5 or 18.7; or
	 
	 	(ii)	 	where the cessation of office or employment arises on any ground
whatsoever during any of the periods specified in Rule 20;






	 	(g)	 	subject to Rule 20.5, the passing of an effective resolution, or the making
of an order by the Court, for the winding-up of the Company;






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	 	(h)	 	the Option Holder being deprived (otherwise than on death) of the legal or
beneficial ownership of the Option by operation of law, or doing or omitting to
do anything which causes him to be so deprived or he becomes bankrupt;
	 
	 	(i)	 	the expiry of any of the periods referred to under Rule 20 except where an
Option is released in consideration of a New Option pursuant to Rule 20.7.






	20	 	TAKEOVER, RECONSTRUCTION AND LIQUIDATION






	20.1	 	General Offer






Subject to Rules 20.3 and 20.6, if any person makes either:





	 	(a)	 	a general offer to acquire the whole of the issued Ordinary Share Capital
(which is either unconditional or is made on a condition such that if it is
satisfied the person making the offer will have Control of the Company); or
	 
	 	(b)	 	a general offer to acquire all the shares in the Company which are of the same
class as the Shares






(in either case disregarding any shares already owned by it or by any company
associated with it), an Option may be exercised within six months (or such
earlier date as the Grantor may determine) of the earliest of:




	 	(i)	 	the date, being prior to the date on which the person making the offer
under Rule 20.1(a) or 20.1(b) obtains Control of the Company, on which the
Board resolves that, in its reasonable opinion, to do otherwise would
result in a loss of a corporation tax deduction pursuant to Schedule 23 of
the Finance Act 2003; or
	 
	 	(ii)	 	the time when the person making the offer has obtained Control of
the Company and any condition subject to which the offer is made has
been satisfied.






In each case, the Grantor shall notify Participants in writing as soon as possible
and in any event with sufficient time to exercise their Options. Such exercise of
Options shall be done in accordance with any procedure set down by the Grantor.




	20.2	 	Control






For the purposes of Rule 20.1 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.




	20.3	 	Compulsory Purchase of Minority Shareholdings






Subject to Rule 20.6, if any person becomes bound or entitled to acquire Shares
under sections 428 to 430F of the Companies Act 1985 (or sections 979 to 982 of
the Companies Act 2006 as and when those provisions comes into force) (or a
Corresponding Provision), an Option may be exercised within a period of four weeks
beginning with the date on which that person becomes so bound or entitled and if
not so exercised, shall lapse.



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	20.4	 	Compromise






Subject to Rule 20.6, if a Compromise is proposed the following applies:




	 	(a)	 	the Company shall notify all Option Holders at the same time as it sends
notices to members of the Company calling the meeting to consider the
Compromise;
	 
	 	(b)	 	Option Holders may then exercise the Option subject to the terms of this Rule
20.4 before the earlier of the expiry of six months from the date of such notice
and the date on which the Court sanctions the Compromise;
	 
	 	(c)	 	the Option, to the extent unexercised, shall lapse on the Compromise being
sanctioned by the Court and becoming effective; and
	 
	 	(d)	 	after exercising an Option the Option Holder shall transfer or otherwise deal
with the Shares issued to him so as to place him in the same position (so far as
possible) as would have been the case if such Shares had been subject to the
Compromise.






	20.5	 	Liquidation






If notice is duly given of a resolution for the voluntary winding-up of the
Company, the Company shall notify all Option Holders. Subject to Rule 20.6,
Options may then be exercised until the resolution is duly passed or defeated or
the meeting concluded or adjourned indefinitely. If the resolution is duly passed
all Options shall, to the extent that they have not been exercised, lapse
immediately.




	20.6	 	Mandatory Exchange






Rules 20.1, 20.3 and 13.420.4 shall not apply where:




	 	(a)	 	the events are part of a scheme or arrangement whereby Control of the
Company is obtained by another company (“the Acquiring Company”);
	 
	 	(b)	 	immediately after the Acquiring Company obtains Control, the issued ordinary
share capital of the Acquiring Company is owned materially (at least 75 per cent)
by the same persons who were equity shareholders of the Company immediately prior
to the Acquiring Company obtaining Control;
	 
	 	(c)	 	the Acquiring Company agrees to grant New Options in consideration for the
release of any Options which have not lapsed.






	21	 	MANNER OF EXERCISE






	21.1	 	Limitation to Notional Repayment under Savings Contract






An Option may only be exercised during the periods specified in Rules 18 and 20,
and only with monies not exceeding the amount of the Notional Repayment under the
Savings Contract as at the date of such exercise. For this purpose, no account
shall be taken of such part (if any) of the Notional Repayment, of any Monthly
Contribution, the due date for the payment of which under the Savings Contract
arises after the date of the Notional Repayment.



34









 






	21.2	 	Procedure on Exercise






An Option may be exercised, in whole or in part, subject to applicable law, by the
delivery in writing or in electronic format and in such form as the Grantor may
from time to time prescribe, to the Secretary of the Company or its duly appointed
agent of the following:




	 	(a)	 	an option certificate, or such other proof of grant of an Option as the
Company may specify from time to time, covering at least all of the Shares over
which the Option is then to be exercised;
	 
	 	(b)	 	the notice of exercise in the prescribed form duly completed and signed by
the Option Holder (or by his duly authorised agent); and
	 
	 	(c)	 	a remittance for the aggregate Option Price, or authority to the Company to
withdraw and apply monies from the Savings Contract equal to the aggregate Option
Price, payable in respect of the Shares over which the Option is to be exercised.






	22	 	TAXATION
	 
	22.1	 	Responsibility






An Option Holder shall be responsible for, and shall indemnify all relevant
Group Members and the Trustee against any amount of any tax, national insurance,
social security or other levy arising on the exercise of an Option for which the
person entitled to the Option is liable and for which any Group Member or the
Trustee is liable, required or otherwise obliged, to account to any relevant
authority. Any Group Member and/or the Trustee may withhold an amount equal to
such Relevant Tax from any amounts due to the Option Holder (to the extent such
withholding is lawful) and/or make any other arrangements as it considers
appropriate to ensure recovery of such Relevant Tax including, without
limitation, the sale of sufficient Shares acquired pursuant to the exercise of
the Option to realise an amount equal to the Relevant Tax (and the payment of
that amount to the relevant authorities in satisfaction of the Relevant Tax).




	22.2	 	Issue and Transfer of Shares






No Shares in respect of which an Option has been exercised shall be transferred to
the Option Holder until such time as the Grantor is satisfied that any tax as set
out at Rule 22.1 that is due to be reimbursed or paid to a Group Member and/or the
Trustee has been so reimbursed or paid or, where relevant, appropriate
arrangements have been made for such reimbursement or payment.



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PART D: SPECIAL SCHEDULES





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