Exhibit 4.14


 


THE SAPPI LIMITED
PERFORMANCE SHARE INCENTIVE PLAN


 


Incorporating all prior deeds of amendments


 


Incorporating changes made to comply with Schedule 14
of the


 


JSE Limited Listings Requirements


 


 






 

















 


TABLE OF CONTENTS


 


	
  PART 1
  - INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
  1

  	
  DEFINITIONS AND
  INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2

  	
  PURPOSE

  	
  9

  
	
   

  	
   

  	
   

  
	
  PART 2 - THE
  TRUST

  	
  9

  
	
   

  	
   

  	
   

  
	
  3

  	
  CONSTITUTION OF TRUST

  	
  9

  
	
   

  	
   

  	
   

  
	
  4

  	
  TRUSTEES

  	
  10

  
	
   

  	
   

  	
   

  
	
  5

  	
  POWERS OF TRUSTEES

  	
  12

  
	
   

  	
   

  	
   

  
	
  6

  	
  SECURITY

  	
  13

  
	
   

  	
   

  	
   

  
	
  7

  	
  REMUNERATION OF TRUSTEES

  	
  13

  
	
   

  	
   

  	
   

  
	
  8

  	
  DUTIES OF TRUSTEES

  	
  14

  
	
   

  	
   

  	
   

  
	
  9

  	
  INDEMNITY AND LEGAL
  PROCEEDINGS

  	
  15

  
	
   

  	
   

  	
   

  
	
  10

  	
  ACQUISITION OF SHARES BY
  THE TRUSTEES

  	
  15

  
	
   

  	
   

  	
   

  
	
  11

  	
  FUNDING OF THE TRUST

  	
  16

  
	
   

  	
   

  	
   

  
	
  12

  	
  MAXIMUM NUMBER OF SHARES
  WHICH MAY BE ACQUIRED BY PARTICIPANTS

  	
  17

  
	
   

  	
   

  	
   

  
	
  PART 3 – THE PERFORMANCE SHARE PLAN

  	
  18

  
	
   

  	
   

  	
   

  
	
  13

  	
  CONDITIONAL CONTRACTS

  	
  18

  
	
   

  	
   

  	
   

  
	
  14

  	
  PERFORMANCE SHARES

  	
  20

  
	
   

  	
   

  	
   

  
	
  15

  	
  RESTRICTION

  	
  21

  
	
   

  	
   

  	
   

  
	
  16

  	
  SHARE CERTIFICATES
  PURSUANT TO A CONDITIONAL CONTRACT

  	
  22

  
	
   

  	
   

  	
   

  
	
  PART 4 - GENERAL

  	
  22

  
	
   

  	
   

  	
   

  
	
  17

  	
  TERMINATION OF
  EMPLOYMENT

  	
  22

  
	
   

  	
   

  	
   

  
	
  18

  	
  LISTING, TAX, LEGAL
  REQUIREMENTS AND CASH ALTERNATIVE

  	
  24

  



 

















 


	
  19

  	
  ADJUSTMENTS

  	
  25

  
	
   

  	
   

  	
   

  
	
  20

  	
  SALE AND ASSIGNMENT

  	
  27

  
	
   

  	
   

  	
   

  
	
  21

  	
  AMENDMENT OF THE PLAN

  	
  28

  
	
   

  	
   

  	
   

  
	
  22

  	
  ADMINISTRATION

  	
  29

  
	
   

  	
   

  	
   

  
	
  23

  	
  ANNUAL ACCOUNTS

  	
  30

  
	
   

  	
   

  	
   

  
	
  24

  	
  STRATE

  	
  30

  
	
   

  	
   

  	
   

  
	
  25

  	
  DISPUTES

  	
  30

  
	
   

  	
   

  	
   

  
	
  26

  	
  DEALINGS IN SECURITIES

  	
  34

  
	
   

  	
   

  	
   

  
	
  27

  	
  VOTES AT ANNUAL GENERAL
  MEETING

  	
  34

  
	
   

  	
   

  	
   

  
	
  28

  	
  PROFITS AND LOSSES AND
  TERMINATION OF THE PLAN

  	
  34

  
	
   

  	
   

  	
   

  
	
  29

  	
  DOMICILIUM AND NOTICES

  	
  35

  
	
   

  	
   

  	
   

  
	
  30

  	
  AMERICAN DEPOSITORY
  SHARES

  	
  36

  
	
   

  	
   

  	
   

  
	
  31

  	
  COMPLIANCE

  	
  36

  



 


ii

















 


THE SAPPI LIMITED PERFORMANCE SHARE INCENTIVE PLAN


 


PART 1 - INTRODUCTION


 


1                                                                                         DEFINITIONS AND INTERPRETATION


 


1.1                                                                                                                               In
this Deed, unless expressly stipulated to the contrary or unless the context
clearly indicates a contrary intention, the following words and expressions
shall bear the following meanings (and cognate words and expressions shall bear
corresponding meanings)-


 


1.1.1                                                                                                                                                                     “Act” - the RSA Companies Act 61 of 1973 as
amended or any other act which may in the future replace the Companies Act of
1973;


 


1.1.2                                                                                                                                                                     “ADSs” – American Depository Shares each of
which represent one Share or the right to receive one Share.  It is recorded that American Depository
Shares are evidenced by American Depository Receipts (“ADRs”) issued by the Bank of New York (“the Depository”) in terms of the provisions
of the Amended and Restated Deposit Agreement, dated 23 October 1993 and
amended and restated as of 26 October 1999, between the Company, the Depository
and all owners from time to time of ADRs, as the same may be amended, modified
or restated from time to time;


 


1.1.3                                                                                                                                                                     “Allocated” – for purposes of setting
the Plan limits referred to in clause 12, shall mean in respect of Conditional Awards granted in terms of this Plan, one
Share Allocated per each Conditional Award granted, and the
words “Allocation” and “Allocate” shall be construed accordingly;


 


1.1.4                                                                                                                                                                     “Allocation Date” – the date on which the
Board resolves to award a Conditional Contract to an Eligible Employee;


 


1.1.5                                                                                                                                                                     “Applicable Laws” – all and any -


 


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1.1.5.1                                                                                                                                                                                                           statutes,
subordinate legislation and common law;


 


1.1.5.2                                                                                                                                                                                                           regulations;


 


1.1.5.3                                                                                                                                                                                                           ordinances
and by-laws;


 


1.1.5.4                                                                                                                                                                                                           directives,
codes of practice, circulars, guidance notices, judgements and decisions of any
competent authority,


 


compliance with which is
mandatory in relation to the participation in this Plan by any Eligible
Employee and/or any Group Company;


 


1.1.6                                                                                                                                                                     “Arbitration Act” - the RSA Arbitration Act
42 of 1965;


 


1.1.7                                                                                                                                                                     “Auditors” - the auditors of the time
being of the Company;


 


1.1.8                                                                                                                                                                     “Board” - the board of directors of the
Company acting either itself or through any committee of its members appointed
by it from time to time which is charged with the administration of the Plan;


 


1.1.9                                                                                                                                                                     “Business Day” - any day on which the JSE
is open for the transaction of business;


 


1.1.10                                                                                                                                                              “Change of Control” – means -


 


1.1.10.1                                                                                                                                                                                                    all
circumstances where a party (or parties acting in concert), directly or
indirectly, obtains -


 


1.1.10.1.1                                                                                                                                                                                                                                          de
facto control of the Company; or


 


2

















 


1.1.10.1.2                                                                                                                                                                                                                                          beneficial
ownership of the specified percentage or more of the Company’s issued Shares;
or


 


1.1.10.1.3                                                                                                                                                                                                                                          control
of the specified percentage or more of the voting rights at meetings of the
Company; or


 


1.1.10.1.4                                                                                                                                                                                                                                          the
right to control the management of the Company or the composition of the Board;
or


 


1.1.10.1.5                                                                                                                                                                                                                                          the
right to appoint or remove directors holding a majority of voting rights at
Board meetings; or


 


1.1.10.2                                                                                                                                                                                                    the
approval by the Company’s shareholders of, or the consummation of, a merger or
consolidation of the Company with any other business or entity, or upon a sale
of the whole or a major part of the Company’s assets or undertaking.


 


For
the purposes of this 1.1.10 the expression “specified percentage” shall bear
the meaning assigned to it from time to time in the Code read with the Act,
presently being 35%;


 


1.1.11                                                                                                                                                              “Code” – the Securities Regulation Code and Rules of
the Securities Regulation Panel, promulgated under section 440C of the Act;


 


1.1.12                                                                                                                                                              “Company” – Sappi Limited
(registration number 1936/008963/06), a company incorporated in accordance with
the laws of the RSA;


 


1.1.13                                                                                                                                                              “Conditional Award” – an award of a
Conditional Contract made to an Eligible Employee pursuant to 13.1 and 13.2;


 


3

















 


1.1.14                                                                                                                                                              “Conditional Contract” – a
contract between the Company and a Participant which comes into existence as a
result of the acceptance by an Eligible Applicant of a Conditional Award;


 


1.1.15                                                                                                                                                              “Date of Termination of Employment” - the
earlier of the date on which -


 


1.1.15.1                                                                                                                                                                                                    the
contract of employment (whether oral or written) of a Participant with a Group
Member is terminated; or


 


1.1.15.2                                                                                                                                                                                                    the
Participant leaves the service of a Group Member;


 


provided
that where the employment of a Participant is terminated (irrespective of the
reason therefor) and that Participant is serving out a notice period, then the
Date of Termination of Employment shall be deemed to be the date on which such
notice period commences;


 


1.1.16                                                                                                                                                              “Deed” – this Deed, as amended from time to
time;


 


1.1.17                                                                                                                                                              “Early Retirement” – termination of the
participant’s employment by reason of retirement before the participant has
reached the age of 60 (sixty) years.  For
these purposes the retirement date is determined as the date on which the participant
ceases to be employed in his or her position, whether or not he or she receives
a salary under part-time retirement;


 


1.1.18                                                                                                                                                              “Eligible Employee” - an officer
or other employee of a Group Member (including any director holding salaried
employment or office);


 


1.1.19                                                                                                                                                              “Existing Plan” – the Sappi Limited Share
Incentive Scheme adopted by the Company on 5 March 1997, as amended
from time to time;


 


4

















 


1.1.20                                                                                                                                                              “Fair Market Value” – in relation
to a Share on any particular day, shall be the closing price at which Shares
are traded on the JSE on the trading day immediately preceding such date;


 


1.1.21                                                                                                                                                              “Group” - the Company and any
other company, body corporate or other undertaking which is or would be deemed to
be, a subsidiary of the Company in terms of the Act;


 


1.1.22                                                                                                                                                              “Group Member” – means any
company, body corporate or other undertaking which forms part of the Group;


 


1.1.23                                                                                                                                                              “JSE” - the JSE Limited
(registration number 2005/022939/06), a public company duly registered and
incorporated with limited liability in accordance with the company laws of
South Africa, licensed as an exchange under the Securities Services Act No. 36
of 2004;


 


1.1.24                                                                                                                                                              “Lawful Dismissal for Operational Reasons” –
the dismissal of a Participant for Operational Reasons as contemplated in the
LRA (more commonly referred to as retrenchment) or, insofar as a Participant’s
employment by any Group Member is not regulated by the LRA, the dismissal of
such Participant for analogous reasons;


 


1.1.25                                                                                                                                                              “Liquidation Date” - the date on which any
successful application for the final or provisional liquidation of the Company
is lodged at the relevant court;


 


1.1.26                                                                                                                                                              “LRA” – the RSA Labour Relations
Act 66 of 1995;


 


1.1.27                                                                                                                                                              “Normal Retirement”– termination of the participant’s
employment by reason of retirement on or after the date on which that
participant has reached the age of 60 (sixty) years. For these purposes, the
retirement date is determined as the date on which the participant ceases to be
employed in his or


 


5














 


her position, whether or
not he or she receives a salary under part-time retirement;


 


1.1.28                                                                                                                                                              “Participant” - an Eligible
Employee who has accepted a Conditional Award in terms of 13.3;


 


1.1.29                                                                                                                                                              “Performance Criteria” – the
Performance Criteria from time to time determined by the Human Resources
Committee or Compensation Committee of the Board as specified in the
Conditional Contract to which a Conditional Award is subject.  It is recorded that the Performance Criteria
shall benchmark the net return to shareholders of the Company against an
appropriate “peer group” of companies from time to time;


 


1.1.30                                                                                                                                                              “Performance  Shares” – shall have the meaning ascribed thereto in
14.2;


 


1.1.31                                                                                                                                                              “Performance Period” - the period in respect of
which the Performance Criteria is to be satisfied;


 


1.1.32                                                                                                                                                              “Plan” – The Sappi Limited
Performance Share Incentive Plan, the terms of which are embodied in this Deed;


 


1.1.33                                                                                                                                                              “Provisional Shares” – the maximum
number of Shares provisionally awarded to a Participant in terms of a Conditional
Contract, as contemplated in 13.1.3;


 


1.1.34                                                                                                                                                              “RSA” – the Republic of South
Africa;


 


1.1.35                                                                                                                                                              “Secretary” – the secretary for
the time being of the Company;


 


1.1.36                                                                                                                                                              “Shares” – ordinary shares with a
par value of ZAR1 in the Company;


 


1.1.37                                                                                                                                                              “Tax Act” – the RSA Income Tax Act
58 of 1962;


 


6

















 


1.1.38                                                                                                                                                              “Taxes” – all present and future
taxes and other charges of any kind or nature whatsoever imposed, levied,
collected, withheld or assessed by any competent authority, and includes all
income taxes (whether based on or measured by income/revenue or profit of any
nature or kind or otherwise and whether levied under the Tax Act or otherwise),
capital gains taxes, value-added taxes, stamp duties, uncertificated securities
taxes and all charges in the nature of taxation, and all interest, penalties,
fines and other payments on, or in respect thereof;


 


1.1.39                                                                                                                                                              “Trust” - The Sappi Limited
Performance Share Incentive Trust, constituted in terms of 3;


 


1.1.40                                                                                                                                                              “Trust Act” – the RSA Trust
Property Control Act 57 of 1988;


 


1.1.41                                                                                                                                                              “Trustees” – the persons who are,
from time to time, the Trustees of the Trust, initially being those persons
referred to in 4.2;


 


1.1.42                                                                                                                                                              “Vesting Date” -  means the date on which a Participant becomes entitled to the
transfer of the Shares due to the approval by the Board of the ranking and
calculation of the Performance Criteria, performed by corporate accounting and
verified by external consultants specialising in performance share plans. “Vest”
and “Vested” shall be construed accordingly.


 


1.2                                                                                                                               In
this Deed -


 


1.2.1                                                                                                                                                                     clause
headings are used for convenience only and shall be ignored in its
interpretation;


 


1.2.2                                                                                                                                                                     unless
the context clearly indicates a contrary intention, an expression which
denotes -


 


7

















 


1.2.2.1                                                                                                                                                                                                           any
gender includes the other genders;


 


1.2.2.2                                                                                                                                                                                                           a
natural person includes an artificial person (whether corporate or
unincorporate) and vice versa;


 


1.2.2.3                                                                                                                                                                                                           the
singular includes the plural and vice versa;


 


1.2.3                                                                                                                                                                     unless
the context clearly indicates a contrary intention, words and expressions
defined in the Act shall bear the meanings therein assigned to them;


 


1.2.4                                                                                                                                                                     any
reference to any statute shall be to that statute, as amended from time to time
and to any statutory substitution of that statute;


 


1.2.5                                                                                                                                                                     a
Participant who ceases to be employed by a Group Member on the basis that he
is -


 


1.2.5.1                                                                                                                                                                                                           immediately
thereafter employed by another Group Member;


 


1.2.5.2                                                                                                                                                                                                           thereafter
re-employed by such Group Member pursuant to it being determined that his
employment was on a basis which was not lawful in terms of the LRA;


 


shall
be deemed not to have terminated his employment for the purposes of this Plan
and his rights shall be deemed to be unaffected;


 


1.2.6                                                                                                                                                                     a
Participant who is a director of any Group Member who retires and/or resigns on
the basis that he is immediately re-elected in accordance with the articles of
association or other constitutional documents of that Group Member shall be
deemed not to have terminated his employment with that Group Member.


 


8

















 


1.3                                                                                                                               If
any provision in 1.1 is a substantive provision conferring any right or
imposing any obligation on anyone, effect shall be given to it as if it were a
substantive provision in the body of this Deed.


 


1.4                                                                                                                               Save
for the purpose of determining whether or not a Change of Control has occurred
in accordance with 1.1.9, any term which refers to a RSA legal concept or
process shall be deemed to include a reference to the equivalent or analogous
concept or process in any other jurisdiction in which this Deed may apply or to
the laws of which a party may be or become subject; furthermore, references to
the following statutes and/or provisions therein, namely the Act, the LRA, the
Tax Act and the Trust Act, shall be deemed to be references to analogous
legislation and/or provisions therein in any other jurisdiction in which this
Deed may apply.


 


1.5                                                                                                                               The
use of the word “including” or “includes” or “include” followed by a specific example/s shall not be
construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be
applied in the interpretation of such general wording or such specific
example/s.


 


2                                                                                         PURPOSE


 


The
purpose of the Plan is to provide Eligible Employees with the opportunity to
acquire an interest in the equity of the Company, thereby providing them with a
further incentive to advance the Group’s interests and promoting an alignment
of interests between them and the shareholders of the Company.


 


PART 2 - THE TRUST


 


3                                                                                         CONSTITUTION OF TRUST


 


3.1                                                                                                                               There
is hereby constituted a trust for the benefit of Participants, to be known as “The
Sappi Limited Performance Share Incentive Trust”, on the terms and conditions
of this document.


 


9

















 


3.2                                                                                                                               The
Company shall irrevocably donate R100 (or the equivalent amount in another
currency) to the Trustees on behalf of the Trust.


 


3.3                                                                                                                               The
Trust shall be formed in such jurisdiction as the Board may determine.


 


4                                                                                         TRUSTEES


 


4.1                                                                                                                               There
shall at all times be a minimum of two and a maximum of three Trustees in
office; provided that if for any reason whatever one or more Trustees ceases
and/or fails to act as such, the other Trustee/s in office shall, until the
Board has made a further appointment/s in terms of 4.4, be entitled to continue
to administer the Trust and to act to protect and preserve the Trust’s assets.


 


4.2                                                                                                                               Mr
David Charles Brink and Professor Meyer Feldberg are appointed to be, and by
their signatures hereto accept appointment as, the initial Trustees of the
Trust.


 


4.3                                                                                                                               The
Board shall be entitled at any time to appoint any person qualified for
appointment as a Trustee as a further Trustee in addition to the initial
Trustees referred to in 4.2.


 


4.4                                                                                                                               Subject
to the provisions of the Trust Act and 4.5, if any Trustee ceases to hold
office for any reason the Board shall appoint a person, willing to act as such,
as Trustee in his place.


 


4.5                                                                                                                               No
person shall be entitled to participate under this Plan for as long as he holds
office as a Trustee of the Trust. 
Furthermore, no executive director of the Company may at any time hold
office as a Trustee of the Trust. A non-executive director, subject to any
restriction as contained in the Act, may be appointed as a Trustee of the
Trust, provided that he or she does not benefit from the Plan.


 


4.6                                                                                                                               A
Trustee shall cease to hold office as such if he -


 


10

















 


4.6.1                                                                                                                                                                     is
removed by resolution of the Board; or


 


4.6.2                                                                                                                                                                     resigns
on giving the Company and his co-Trustees not less than one calendar month’s
prior written notice to that effect; or


 


4.6.3                                                                                                                                                                     becomes
disqualified from holding an appointment as a director of any company.


 


4.7                                                                                                                               The
Trustees shall elect one of their number to act as Chairman for the purpose of
meetings of Trustees and for all other purposes that a Chairman may be required
in terms of this Deed or otherwise.


 


4.8                                                                                                                               All
decisions (i.e. resolutions) of the Trustees shall be taken unanimously with each
Trustee exercising one vote; provided that, if at any meeting of Trustees there
are three Trustees present, decisions (i.e. resolutions) shall be taken by a
simple majority vote with each Trustee being entitled to one vote.


 


4.9                                                                                                                               Subject
to the proviso in 4.1, a quorum for any meeting of Trustees shall be two
Trustees.


 


4.10                                                                                                                        Subject
to the Trustees giving effect to the terms and conditions of this Deed, in
administering the Trust and its affairs, the Trustees shall adopt such
procedures and take such administrative steps as they from time to time deem
necessary and advisable.  They shall meet
together for the dispatch of the business of the Trust, adjourn and otherwise
regulate their meetings as they, in their discretion, deem fit.  Any Trustee shall be entitled to summon a
meeting of the Trustees by giving written notice to that effect to the other
Trustee/s.


 


4.11                                                                                                                        Meetings
of the Trustees may be held by tele-conferencing, telephonically or by any
other medium as the Trustees deem fit.


 


4.12                                                                                                                        The
Trustees shall procure that minutes of their meetings are taken and shall, if
appropriate, certify same as correct.


 


11

















 


4.13                                                                                                                        A
resolution which has been signed by all of the Trustees shall be valid and
effective as if it had been adopted at a duly convened meeting of the
Trustees.  Unless the contrary is stated
therein, any such resolution shall be deemed to have been passed on the date on
which it was signed by the Trustee who signed it last.  Further, any such resolution may consist of
one or more documents each signed by one or more Trustees.


 


5                                                                                         POWERS OF TRUSTEES


 


The
Trustees shall have plenary powers to enable them to carry out and give effect
to the intent, purposes and provisions of the Plan, including all the powers
set out in Schedule 2 of the Act and such powers as may be expressly conferred
on them by the Board.  Without derogating
from the generality of the aforegoing, the Trustees shall have the power, inter
alia, to -


 


5.1                                                                                                                               borrow
moneys and/or to raise funding strictly for the purpose of giving effect to the
Plan;


 


5.2                                                                                                                               make
Conditional Awards;


 


5.3                                                                                                                               open
and operate banking accounts, savings accounts or other accounts appropriate to
the business of the Trust, to draw and issue cheques and to receive cheques,
promissory notes and/or bills of exchange, and to endorse any of the same for
collection by any bank or other deposit-taking institution at which an account
has been opened;


 


5.4                                                                                                                               invest
any surplus moneys of the Trust (if any) in Shares or other securities of the
Company or in such other manner as the Board may from time to time approve;


 


5.5                                                                                                                               employ
and act on the advice of and pay out of the funds of the Trust the reasonable
fees and disbursements of auditors, attorneys,


 


12

















 


counsel and other
professional consultants in connection with the affairs of the Trust;


 


5.6                                                                                                                               exercise
such further rights, powers and authorities as may from time to time be
conferred upon them by resolution of the Board;


 


5.7                                                                                                                               delegate
the day to day administration of the Trust to an officer or employee of any
company in the Group, which officer or employee shall perform all of his duties
in accordance with the instructions of the Trustees and subject to the
provisions of this Deed;


 


5.8                                                                                                                               subject
to 12, purchase and sell Shares and/or to dispose of the Trust’s assets;


 


5.9                                                                                                                               subject
to the provisions of the Act, enter into any one or more transactions to hedge
against or otherwise protect the assets of the Trust and/or the Trust itself
from incurring any losses of whatever nature;


 


5.10                                                                                                                        transact
with Group Members and recover amounts from them as contemplated in 11.


 


6                                                                                         SECURITY


 


No
Trustee shall be required to furnish any security of any nature to the Master
of the High Court or to any other official or officer, nor shall any security
be required for the due performance of any duty under the Trust Act or under
any other statutory provision of the RSA or elsewhere.


 


7                                                                                         REMUNERATION OF TRUSTEES


 


7.1                                                                                                                               The
remuneration, if any, payable to the Trustees in their capacities as such shall
be determined from time to time by the Board. 
The Trustees shall, in addition, be entitled to reimbursement from the
Trust for all expenses properly incurred by them in and about the execution of
their duties as Trustees.  Such
remuneration and reimbursement of


 


13

















 


expenditure shall be borne
and paid by the Company if the Trust is unable to pay these amounts from its
own resources.


 


7.2                                                                                                                               No
Trustee or firm or company of which such Trustee is a member or director shall
be disqualified from acting as adviser, agent, banker, broker or attorney to,
or contracting with, the Trust, nor from recovering any reasonable remuneration
in respect of any services performed as such on behalf of the trust by such
Trustee or his firm or company.


 


8                                                                                         DUTIES OF TRUSTEES


 


The
duties of the Trustees in relation to the Trust shall be those prescribed by
this Deed and shall include the duty to -


 


8.1                                                                                                                               subscribe
for or purchase Shares in accordance with the provisions of this Deed;


 


8.2                                                                                                                               make
Conditional Awards;


 


8.3                                                                                                                               invest
the funds of the Trust in such form as is permitted by this Deed;


 


8.4                                                                                                                               administer
the Plan in order to achieve and maintain the purpose set out in 2;


 


8.5                                                                                                                               without
derogating from their obligations in terms of 4.12, cause proper records and
books of account to be kept of the affairs of the Trust and their
administration thereof and to cause financial statements to be made up to
accord with the financial year end of the Company or such other date as may be
determined by the Board; and


 


8.6                                                                                                                               carry
out such other duties as may, consistent with their offices as Trustees and in
terms of the provisions of this Deed, be delegated to them from time to time by
resolution of the Board.


 


14

















 


9                                                                                         INDEMNITY AND LEGAL PROCEEDINGS


 


9.1                                                                                                                               None
of the Trustees or officers of the Trust shall be liable for, and the Company
indemnifies each of them against, any loss sustained out of whatever cause
arising if -


 


9.1.1                                                                                                                                                                     in
the case of the Trustee, he has performed his duties and exercised his powers
in compliance with section 9(1) of the Trust Act;


 


9.1.2                                                                                                                                                                     in
the case of an officer of the Trust, he has performed his duties in a manner
which is neither grossly negligent nor fraudulent.


 


9.2                                                                                                                               Legal
proceedings instituted by or against the Trust may be instituted or defended in
its name.


 


10                                                                                  ACQUISITION OF SHARES BY THE TRUSTEES


 


10.1                                                                                                                        Subject
to the Act and 12, the Trustees shall be entitled, for the purposes of the
Plan, to purchase or subscribe for or be given options to purchase or subscribe
for -


 


10.1.1                                                                                                                                                              such
numbers of Shares at such prices as may be agreed from time to time by the
Trustees and the Board; and


 


10.1.2                                                                                                                                                              such
number of Shares at the relevant exercise or issue prices, as may be required
pursuant to any adjustment in terms of 19.


 


10.2                                                                                                                        The
Trustees shall only purchase or subscribe for shares once an Eligible Employee
or group of Eligible Employees to whom they will be Allocated, has been
formally identified.


 


10.3                                                                                                                        The
Shares held in the Trust may only be sold by the Trust:


 


15














 


10.3.1                                                                                                                                                              once
the employment of a Participant has been terminated or a Participant is
deceased; or


 


10.3.2                                                                                                                                                              on
behalf of a Participant, once the rights of ownership of the Participant has
vested in terms of the provisions of the Plan.


 


10.4                                                                                                                        The
Company shall at all times reserve and keep available, free from pre-emptive
rights, out of its authorised but unissued share capital, such number of Shares
as shall (together with any treasury shares held by Group Members which may be
utilised for the purposes of this Plan) then be issuable in terms of this Plan.


 


11                                                                                  FUNDING OF THE TRUST


 


11.1                                                                                                                        The
purchase or subscription price of Shares (if any) acquired by the Trust in
terms of 10.1 or otherwise under this Plan, the costs incurred in the
acquisition thereof, any administration or other expenses or administration
fees properly incurred by or on behalf of the Trustees in the performance of
their duties in terms of or in order to give effect to the Plan (including in
terms of 22.2.3) and any duties payable upon the issue or transfer of Shares to
Participants (all of such costs, expenses and fees hereinafter referred to as “Participation Costs”) may temporarily be
funded, as the Board may from time to time direct, out of -


 


11.1.1                                                                                                                                                              the
Trust’s own resources, if any, including without limitation, money raised by
any company or companies incorporated by the Trust for the purpose of raising
funding through the issue of preference shares or other securities, whether
convertible or otherwise, on such terms and conditions as the Trustees may
decide; and/or


 


11.1.2                                                                                                                                                              loans
to be made to the Trust by Group Members in accordance with the provisions of
section 38(2)(b) of the Act;


 


16

















 


11.1.3                                                                                                                                                              loans
by third parties to the Trust to be procured, subject to 38(2)(b) of the
Act, by the Company on such terms as the Company is able to arrange; and/or


 


11.1.4                                                                                                                                                              any
other resource which is available to the Trust from time to time.


 


11.2                                                                                                                        The
Trust shall recover from each Group Member which employs a Participant, and the
Company shall procure that each Group Member which is the employer of a
Participant pays to the Trust, such Participation Costs as may be attributable
to the participation of that Participant plus an appropriate share of any other
administration costs, expenses and fees incurred by the Trust.


 


12                                                                                  MAXIMUM NUMBER OF SHARES WHICH MAY BE ACQUIRED BY PARTICIPANTS


 


12.1                                                                                                                        Subject
to 12.5, the prior authority of the shareholders of the Company in general
meeting shall be required if the aggregate number of Shares which may be
Allocated to all Participants under this Plan and the Existing Plan is to
exceed 42,700,870 (forty two million seven hundred thousand eight hundred and
seventy) Shares being 7,95% (seven comma nine five percent) of the Company’s
issued Share capital as at 30 September 2009.


 


12.2                                                                                                                        Subject
to 12.5, the aggregate number of Shares that may be allocated to any one
Participant in terms of this Plan and the Existing Plan shall not exceed
2,200,000 (two million two hundred thousand) Shares being 0,05% (nil comma nil
five percent) of the Company’s issued Share capital as at 30 September 2009.


 


12.3                                                                                                                        The
limit referred to in clause 12.1 shall include new Shares allotted and issued
by the Company in settlement of this Plan and the Existing Plan.


 


12.4                                                                                                                        The
aggregate result of clauses 12.1 and 12.3 shall exclude the following:


 


17

















 


12.4.1                                                                                                                                                              Shares
purchased in the market in settlement of this Plan and the Existing Plan; and


 


12.4.2                                                                                                                                                              Shares
in respect of grants and offers under this Plan and the Existing Plan which are
not subsequently settled to a Participant as a result of the forfeiture
thereof.


 


12.5                                                                                                                        The
limits referred to in clauses 12.1 and 12.2 shall be adjusted in such manner as
the Board shall determine (and which the Auditors shall confirm in writing to
be in their opinion fair and reasonable) following the sub-division or
consolidation of the Shares, reduction of share capital or the issue of
additional Shares whether by way of a capitalisation of the Company’s profits
and reserves (including the share premium account and the capital redemption
reserve fund), or a rights issue. The Auditors shall further confirm to the JSE
in writing that these adjustments are calculated in accordance with the
provisions of this Plan.


 


PART 3 – THE PERFORMANCE SHARE PLAN


 


13                                                                                  CONDITIONAL CONTRACTS


 


13.1                                                                                                                        The
Board may, from time to time, determine -


 


13.1.1                                                                                                                                                              that
the Trustees should, on behalf of the Company, award Conditional Contracts to
be given Shares (for no cash consideration) to Eligible Employees;


 


13.1.2                                                                                                                                                              the
particular Eligible Employees to whom such Conditional Contracts should be
awarded;


 


13.1.3                                                                                                                                                              the
maximum number of Shares to be awarded provisionally to each such Eligible
Employee;


 


18

















 


13.1.4                                                                                                                                                              the
Performance Criteria applicable to each Conditional Contract; and


 


13.1.5                                                                                                                                                              the
Performance Period applicable to each Conditional Contract.


 


13.2                                                                                                                        As
soon as practicable after a determination is made by the Board in terms of 13.1
or at such time as is specified by the Board, a written notice (“Conditional Award Notice”) shall be
delivered to each Eligible Employee to whom the Board has determined that
Shares are to be awarded pursuant to a Conditional Contract.  The Conditional Awarded Notice shall -


 


13.2.1                                                                                                                                                              be
in writing in the form from time to time prescribed by the Board and shall
specify such matters in relation to the Plan as the Board may determine;


 


13.2.2                                                                                                                                                              specify
the maximum number of Shares to which such Eligible Employee will become
entitled if the Performance Criteria under the Conditional Contract are
satisfied or exceeded;


 


13.2.3                                                                                                                                                              specify
the Allocation Date in respect thereof;


 


13.2.4                                                                                                                                                              contain
and stipulate Performance Criteria subject to which the award of the
Conditional Contract is made and the manner in which the number of Shares
referred to in 13.2.2 shall be adjusted downwards if the Performance Criteria
are not satisfied (whether in whole or in part);


 


13.2.5                                                                                                                                                              specify
the Performance Period;


 


13.2.6                                                                                                                                                              state
that a Participant shall not be required to pay any cash consideration in
respect of the award and acceptance of a Conditional Award or in respect of the
transfer of Shares in terms of this Plan;


 


19

















 


13.2.7                                                                                                                                                              specify
such other terms and conditions as the Board may determine.


 


13.3                                                                                                                        Acceptance
by an Eligible Applicant of a Conditional Contract shall be communicated to the
Trustees, in writing, by not later than 30 days after the date of delivery of
the relevant Conditional Award Notice to such Eligible Applicant and shall
nominate a beneficiary for the purposes of receiving his Performance Shares (if
any) in terms of 17.1.1.  A Conditional
Contract which is not accepted by an Eligible Applicant as aforesaid shall
automatically lapse and be of no force or effect, subject to re-instatement or
extension by the Board.


 


14                                                                                             PERFORMANCE SHARES


 


14.1                                                                                                                        Subject
to 14.5, and provided that the Participant is still in the employment of a
Group Member, on the fourth anniversary of the Allocation Date of Conditional
Awards awarded prior to [insert date], and on the next Business Day after the
Vesting Date of Conditional Awards awarded on or after [insert date], the
Company shall in terms of such Conditional Contract allot and issue and/or
procure the transfer to Participants of such number of Shares as is equal to
the number of Provisional Shares specified in the Conditional Award Notice
relating to the relevant Conditional Contract. A Participant shall not be
required to pay any cash consideration in order to receive Shares as aforesaid.


 


14.2                                                                                                                        Shares
to be allotted and issued and/or transferred to Participants pursuant to the
provisions of 14.1 (read with 14.5) shall be “Performance Shares”.


 


14.3                                                                                                                        Except
to the extent a Conditional Award Notice provides that this 14.3 shall be
inapplicable to the Conditional Contract specified therein, then
notwithstanding anything to the contrary contained herein, the Board may by
resolution, cause the four year period referred to in 14.1 to be anticipated
or, with the consent of a Participant adversely affected thereby, postponed to
such extent as


 


20

















 


the Board may determine.
In the event of such acceleration or postponement the number which is D in the
formula in 17.1.1 and the reference to the fourth anniversary of the Allocation
Date shall be deemed to be varied appropriately. The Performance Periods in
respect of Conditional Awards awarded on or after [insert date] shall not be
anticipated or postponed in any circumstances.


 


14.4                                                                                                                        In
the case of any Conditional Contract with a Participant whose compensation in
terms of such Conditional Contract is or shall become subject to taxation in
the United States of America, any postponement referred to in 14.3 shall not
extend beyond the December 20 following the end of the Performance
Criteria period with respect to such Conditional Contract (or, if earlier, the
last day of the calendar year in which such period ends).


 


14.5                                                                                                                        If
the Board, in its sole and absolute discretion, determines that the Performance
Criteria embodied in a Conditional Contract have not been satisfied or
exceeded, the number of Shares to be allotted and issued and/or transferred to
a Participant under and in terms of such Conditional Contract shall be adjusted
downwards in the manner set out in the Conditional Award Notice pertaining to
such Conditional Contract; that is, the allotment and issue and/or transfer of
Provisional Shares (or any portion thereof) specified in the Conditional Award
Notice is conditional upon the Performance Criteria being satisfied or
exceeded.


 


15                                                                                                                                  RESTRICTION


 


For the sake of clarity and the avoidance of any doubt, it
is recorded that until such time as an Eligible Employee becomes entitled to
have Shares allotted and issued and/or transferred to him (i.e. he has received
Performance Shares), an Eligible Employee shall not have any ownership interest
in, or receive any dividends and/or exercise any voting rights attached to, the
Provisional Shares awarded to him.


 


21

















 


16                                                                                  SHARE CERTIFICATES PURSUANT TO A CONDITIONAL CONTRACT


 


16.1                                                                                                                        Subject
to 24, the Company shall issue share certificates for the Shares allotted and
issued and/or transferred to a Participant as a result of the acquisition by
such Participant of Shares in terms of 14 by not later than 60 days after such
acquisition.


 


16.2                                                                                                                        Shares
allotted and issued and/or transferred to Participants in terms of 14 will rank
pari passu with the then issued Shares.


 


PART 4 - GENERAL


 


17                                                                                  TERMINATION OF EMPLOYMENT


 


17.1                                                                                                                        Subject
to 1.2.5, if the employment by any Group Member of any Participant who is a
party to a Conditional Contract (and is therefore conditionally entitled to
Provisional Shares) terminates as a result of -


 


17.1.1                                                                                                                                                              (a) disability
or ill health (as certified by an appropriate medical practitioner nominated by
the Trustees); or (b) the transfer/sale of the undertaking or part
undertaking in which such Participant is employed to a person which is not a
Group Member other than pursuant to a Change of Control; or (c) his Lawful
Dismissal for Operational Reasons; or (d) the Group Member by which he is
employed ceasing to be a Group Member; or (e) death; or (f) his
retirement on or after normal retirement in terms of the Group’s
retirement/pension fund, then such Participant (or in the case of his death,
the beneficiary nominated by him in terms of 13.3) shall be entitled, on the
fourth anniversary of the Allocation Date (and not before then irrespective of the
Date of Termination of Employment), to receive such number of Performance
Shares as calculated in accordance with the following formula -


 





 


22

















 


where -


 


A                                 =                         the number of Performance
Shares to be allotted and issued or transferred (as the case may be) to the
Participant as stipulated in 17.2;


 


B                                =                         a number equal to the
number of Provisional Shares specified in the Conditional Award Notice relating
to such Participant;


 


C                               =                         a number equal to the
number of days that have passed from the Allocation Date until the Date of
Termination of Employment of the Participant for any reason specified in
17.1.1; and


 


D                               =                         1 460;


 


17.1.2                                                                                                                                                              any
reason other than a reason contemplated in 17.1.1 and which is not approved by
the Board in terms of 17.1.1(g) (including his voluntary resignation or
his early retirement or his lawful dismissal (e.g his lawful dismissal for
dishonest, fraudulent or grossly negligent conduct)), then his Conditional
Contract shall automatically lapse and cease to be of any further force or
effect and he shall forfeit all of his rights to Provisional Shares/Performance
Shares.


 


17.2                                                                                                                        Notwithstanding
the Date of Termination of Employment, if a Participant ceases to be employed
by any Group Member by reason of any of the circumstances contemplated in
17.1.1, the number of Performance Shares to be allotted and issued or
transferred (as the case may be) to such Participant shall be the number
determined mutatis mutandis in accordance with the provisions of 14 (including


 


23

















 


14.5 ) on the assumption
that such Participant is still in the employ of a Group Member on the fourth
anniversary of the Allocation Date.


 


18                                                                                  LISTING, TAX, LEGAL REQUIREMENTS AND CASH ALTERNATIVE


 


18.1                                                                                                                        The
Company shall procure the listing of any Shares allotted and issued and/or
transferred to a Participant in terms of this Plan on the JSE (or other
appropriate exchange) within a reasonable time (not exceeding 30 days) after
the acquisition thereof.


 


18.2                                                                                                                        Notwithstanding
18.1, if a Group Member or the Trustees are obliged (or would suffer a
disadvantage of any nature if they were not) to account for, withhold or deduct
any (a) tax in any jurisdiction which is payable in respect of, or in
connection with, the making of any Conditional Award, the conclusion of a
Conditional Contract and/or by virtue of any Provisional Shares becoming
Performance Shares and/or otherwise in connection with this Plan and/or (b) any
amount in respect of any social security or similar contributions which would
be recoverable from a Participant in respect of the making of any Conditional
Award, the conclusion of a Conditional Contract and/or by virtue of any
Provisional Shares becoming Performance Shares and/or otherwise in connection
with this Plan (the obligations referred to in (a) and (b) hereinafter referred
to as a “Tax/Social Liability”),
then the Company and/or the Trustees shall be relieved from the obligation to
allot and issue and/or transfer Shares in accordance with 18.1 until that
Participant has either -


 


18.2.1                                                                                                                                                              made
payment to the relevant Group Member or the Trustees of an amount equal to the
Tax/Social Liability; or


 


18.2.2                                                                                                                                                              entered
into an arrangement which is acceptable to that Group Member or the Trustees to
secure that such payment is made (whether by authorising the sale of some or
all of the Shares acquired by him and the payment to the relevant person of the
relevant amounts out of the proceeds of the sale or otherwise).


 


24

















 


18.3                                                                                                                        Notwithstanding
anything to the contrary contained in this Plan but subject to 18.2, on any
Provisional Shares becoming Performance Shares, the obligations of the Company
and/or the Trust may be discharged by the Group Member by which the Participant
is employed paying, in cash, an amount equal to the Fair Market Value of the
Performance Shares as opposed to allotting and issuing and/or procuring the
transfer of Shares to a Participant.  If
the Board determines that the obligations of the Company and/or Trust are to
discharged in cash, it shall not be necessary to allot and issue and/or
transfer Shares to a Participant and the Group Member by which the Participant
is employed shall instead be entitled to pay to such Participant, in cash, an
amount equal to the Fair Market Value of such Shares on the date on which the
Participant became entitled to receive such Shares.


 


18.4                                                                                                                        Notwithstanding
any other provision of this Plan, no Shares will be issued and/or transferred
to any Participant pursuant to this Plan if the Board determines, in its sole
discretion, that such issuance and/or transfer will or may violate any
Applicable Laws or the listings requirements of any securities exchange on
which the Shares are listed.  The Company
may condition the issuance and/or transfer of any Shares upon the delivery by
the Participant to the Company of any certificates, representations, legal
opinions and agreements that the Board, in its sole discretion, may deem
necessary for such issuance and/or transfer to comply with any Applicable Laws
or listings requirements.


 


19                                                                                  ADJUSTMENTS


 


19.1                                                                                                                        Notwithstanding
anything to the contrary contained herein but subject to 19.5, if the Company
restructures its capital in that it -


 


19.1.1                                                                                                                                                              undertakes
a rights offer; or


 


19.1.2                                                                                                                                                              is
placed in liquidation for purposes of reorganisation; or


 


25














 


19.1.3                                                                                                                                                              is
party to a scheme of arrangement affecting the structuring of its share
capital; or


 


19.1.4                                                                                                                                                              reduces
its share capital (including by a share repurchase),


 


such adjustments shall be made to the rights of
Participants as may be determined to be fair and reasonable to the Participants
concerned by an independent firm of auditors of international repute or a
merchant bank of international repute appointed by the Board; provided that any
adjustments pursuant to this 19.1 should give a Participant the entitlement to
the same proportion of the equity capital as he was previously entitled.


 


19.2                                                                                                                        The
issue of equity securities as consideration for an acquisition, the issue of
securities for cash and the issue of equity securities or a vendor
consideration placing will not be regarded as a circumstance requiring
adjustment in terms of the provisions of this 19.


 


19.3                                                                                                                        When
any adjustments in terms of the provisions of this 19 are finalised, the
Auditors or other independent advisors shall confirm to the JSE in writing that
these are calculated in accordance with the provisions of this Plan.


 


19.4                                                                                                                        Any
adjustments made in terms of the provisions of this 19 will be reported on the
Company’s annual financial statements in the year during which the adjustment
is made.


 


19.5                                                                                                                        If -


 


19.5.1                                                                                                                                                              the
Company undergoes a Change of Control after an Allocation Date other than a
Change of Control initiated by the Board itself; or


 


19.5.2                                                                                                                                                              the
person/s (or those persons acting in concert) who has/have Control of the
company as at an Allocation Date take/s any decision, pass/es any resolution
and/or take/s any 


 


26

















 


action
the effect of which is to delist the Company from the JSE and the Company
becomes aware of such decision, resolution and/or action,


 


the Company shall notify every Participant in writing
in which event each Participant shall, within a period of one month (or such
longer period as the Board may permit) of such notification, take delivery of
all of his Performance Shares (i.e. all of his Provisional Shares shall be
deemed to become Performance Shares as if the Performance Criteria in respect
thereof had been satisfied in full). In the case of any Conditional Contract
with a Participant whose compensation in terms of such Conditional Contract is
or shall become subject to taxation in the United States of America, any longer
period referred to in this 19.5.2 shall not extend beyond the December 20
of the calendar year in which the Company shall give such notification.


 


19.6                                                                                                                        If,
in the event of a Group Member (other than the Company), ceasing to be a
subsidiary of the Company, the Board may take such action as it considers
appropriate to protect the interests of Participants of that Group Member
(including converting Conditional Awards into grants in respect of shares in
one or more other companies or permitting a portion of the Conditional Awards
to Vest early, taking into consideration the period that has elapsed since the
Allocation Date), and calculate the number of Conditional Awards to Vest in
each Participant accordingly.


 


19.7                                                                                                                        If
the Company is placed into liquidation for purposes other than reorganisation,
the Conditional Awards shall ipso facto
lapse as from the Liquidation Date and any Conditional Awards in respect of
which the underlying Shares has not yet been transferred to Participants shall ipso facto lapse on the Liquidation Date.


 


20                                                                                  SALE AND ASSIGNMENT


 


Save as otherwise expressly provided in this Deed,
without the prior written consent of the Trustees, no Participant shall be
entitled to cede or delegate 


 


27

















 


any of his rights or obligations in terms of this Plan
to any third party and/or to encumber any of his rights in terms of this
Plan.  Without derogating from the
generality of the aforegoing, no Participant may, without the prior written
consent of the Trustees, sell, alienate or otherwise dispose of Provisional
Shares and/or Conditional Contracts to any third party.


 


21                                                                                  AMENDMENT OF THE PLAN


 


21.1                                                                                                                        It
shall be competent for the Board and the Trustees, with the approval of the
JSE, to amend any of the provisions of this Plan; provided that no such
amendment affecting any of the matters set out below shall be competent unless
it is sanctioned by an ordinary resolution of 75% (seventy five percent) of the
shareholders of the Company in general meeting —


 


21.1.1                                                                                                                                                              the
eligibility of Participants under this Plan;


 


21.1.2                                                                                                                                                              the
calculation of the total number of Shares which may be acquired for the purpose
of or pursuant to this Plan;


 


21.1.3                                                                                                                                                              the
maximum number of Shares which may be acquired by any Participant in terms of
this Plan; and


 


21.1.4                                                                                                                                                              the
voting, dividend, transfer and other rights (including those arising in the
event of the curatorship of the Company, rights and capitalization issues,
consolidations, sub-divisions, reorganizations and takeovers as envisaged in
19) attaching to the Shares;


 


21.1.5                                                                                                                                                              the
procedure to be adopted on termination of employment of a Participant under the
Plan;


 


21.1.6                                                                                                                                                              the
basis upon which Conditional Awards are made;


 


28

















 


21.1.7                                                                                                                                                              the
amount, if any, payable in respect of the award and acceptance of a Conditional
Award or in respect of the transfer of Shares in terms of this Plan; and


 


21.1.8                                                                                                                                                              the
provisions of this 21.


 


21.2                                                                                                                        Without
derogating from 21.1 and provided that no amendment affecting any of the
matters referred to in 21.1.1 is affected in which event the sanction of the
Company in general meeting will be required, it shall be competent for the
Board and the Trustees to -


 


21.2.1                                                                                                                                                              establish
further plans based on the Plan; or


 


21.2.2                                                                                                                                                              to
implement this Plan,


 


with such modifications as may be necessary or
desirable to take account of the securities laws, exchange control laws and tax
laws of foreign jurisdictions in which Participants are employed by Group
Members.  For the purposes of this 21.2
the term “foreign jurisdictions” shall mean jurisdictions other than the RSA.


 


22                                                                                  ADMINISTRATION


 


22.1                                                                                                                        Subject
to the provisions of this Plan and to the approval of the Board, the Trustees
shall be entitled to make and establish such rules and regulations, and to
amend the same from time to time, as they may deem necessary or expedient for
the proper implementation and administration of this Plan.


 


22.2                                                                                                                        The
Company shall -


 


22.2.1                                                                                                                                                              bear
all costs of and incidental to the implementation and administration of this
Plan and shall, as and when necessary, provide all requisite funds and
facilities for that purpose;


 


29

















 


22.2.2                                                                                                                                                              provide
all secretarial, accounting, administrative, legal and financial advice and
services, office accommodation, stationery and so forth for the purposes of
this Plan;


 


22.2.3                                                                                                                                                              be
entitled to recover from the Trust all the abovementioned costs and, in
addition, shall be entitled to be paid a fee to be determined by the Board,
after consultation with the Trustees, for performing the duties and providing
the services set out in 22.2.2.


 


23                                                                                  ANNUAL ACCOUNTS


 


The
Board shall ensure that a summary appears in the annual financial statements of
the Company of the number of Provisional Shares awarded, any changes in such
numbers during the financial year under review, the number of Shares held by
the Trust which may be acquired by Eligible Employees and the number of Shares
under the control of the Board for allotment and issue in terms of this Plan.


 


24                                                                                  STRATE


 


Notwithstanding any provision in this Deed, if share
certificates of the Company are dematerialised, the Trustees shall not be obliged
to deliver the Participant share certificates in respect of the Shares acquired
by him in terms of this Deed but shall instead be obliged to procure such
electronic transactions and/or entries and to deliver to the Participant such
documents (if any) as may be required to reflect his rights in and to such
Shares pursuant to the provisions of the Act, the Custody and Administration of
Securities Act 85 of 1992, the Rules of the Central Securities
Depository (being Share Transactions Totally Electronic Limited) and the
requirements of the JSE.


 


25                                                                                  DISPUTES


 


25.1                                                                                                                        Save
as otherwise expressly provided in this Deed (including 25.13), should any
dispute of whatever nature arise in regard to the 


 


30

















 


interpretation
or effect, or the validity, enforceability or rectification (whether in whole
or in part) of, or the respective rights or obligations of the parties under,
or a breach or termination or cancellation of, this Deed, then the dispute
shall, unless the parties thereto otherwise agree in writing, be referred for
determination to an expert (“Expert”)
in accordance with the remaining provisions of this 25.


 


25.2                                                                                                                        The
Expert shall -


 


25.2.1                                                                                                                                                              if
the matter in issue is primarily an accounting matter, be an independent
practising chartered accountant of not less than fifteen years standing;


 


25.2.2                                                                                                                                                              if
the matter in issue is primarily a legal matter, be a practising senior counsel
of not less than five years’ standing as such and practising at the
Johannesburg bar;


 


25.2.3                                                                                                                                                              if
the matter in issue is any other matter, be an independent accountant or be a
senior counsel as envisaged in 25.2.1 or 25.2.2 or be any other independent
person,


 


agreed
upon by the parties to the dispute or, failing agreement within fourteen days after
the dispute arises, appointed by the President for the time being of the South
African Institute of Chartered Accountants or his successor-in-title at the
request of any party to the dispute.


 


25.3                                                                                                                        The
Expert selected as aforesaid shall in all respects act as an expert and not as
an arbitrator.


 


25.4                                                                                                                        The
Expert shall be vested with entire discretion as to the procedure to be
followed in arriving at his decision.  It
shall not be necessary for the Expert to observe or carry out either the strict
rules of evidence or any other legal formalities or procedures, but the
Expert shall be bound to follow principles of law in deciding matters submitted
to him.


 


25.5                                                                                                                        The
Expert shall have the power, inter alia, to -


 


31

















 


25.5.1                                                                                                                                                              investigate
or cause to be investigated any matter, fact or thing which he considers
necessary or desirable in connection with the dispute and, for that purpose,
shall have the widest powers of investigating all the books, records, documents
and other things in the possession of any party to the dispute or the Company,
the right to take copies and/or make extracts therefrom and the right to have
them produced and/or delivered at any place reasonably required by him for the
aforesaid purposes;


 


25.5.2                                                                                                                                                              interview
and question under oath any of the parties to the dispute or other parties,
including the right to cross examine such parties;


 


25.5.3                                                                                                                                                              summon
witnesses;


 


25.5.4                                                                                                                                                              record
evidence;


 


25.5.5                                                                                                                                                              make
an interim award;


 


25.5.6                                                                                                                                                              make
an award regarding legal fees/costs and the Expert’s remuneration.  If he fails or declines to do so, then each
of the parties to the dispute shall bear and pay its own costs.  Until such time as the Expert’s decision is
given, the parties to the dispute shall bear and pay such costs in equal
Shares;


 


25.5.7                                                                                                                                                              call
for the assistance of any other person who he may deem necessary to assist him
in arriving at his decision;


 


25.5.8                                                                                                                                                              exercise
any additional powers which may be exercised by an arbitrator in terms of the
Arbitration Act as amended.


 


25.6                                                                                                                        Any
hearing by the Expert shall be held in Johannesburg unless the Expert
determines that it is more convenient or equitable that the hearing or any part
thereof (including, but without limitation, the taking 


 


32

















 


of
evidence) be held elsewhere, in which event the hearing (or the relevant part
thereof) shall be held in the place so determined by the Expert.


 


25.7                                                                                                                        The
parties shall use their best endeavours to procure that the decision of the
Expert shall be given within thirty days or so soon thereafter as is possible
after it has been demanded.


 


25.8                                                                                                                        The
decision of the Expert shall be final and binding on all parties affected
thereby, shall be carried into effect and may be made an order of any competent
court at the instance of any party to the dispute.


 


25.9                                                                                                                        This
clause constitutes an irrevocable consent by the Company, the Trustees and all
Participants and Eligible Employees to any proceedings in terms thereof and no
such party shall be entitled to withdraw therefrom or to claim at any such
proceedings that it is not bound by this clause.


 


25.10                                                                                                                 This
clause shall not preclude any party from obtaining relief by way of motion
proceedings on an urgent basis or from instituting any interdict, injunction or
any similar proceedings in any court in the RSA (and not in any other
jurisdiction) pending the decision of the Expert.


 


25.11                                                                                                                 Subject
to 25.5.8, the provisions of the Arbitration Act as amended shall not apply in
respect of this clause or any other provision of this Deed.


 


25.12                                                                                                                 This
clause is severable from the rest of this Deed and shall remain in effect even
if this Deed is terminated for any reason.


 


25.13                                                                                                                 Notwithstanding
anything to the contrary contained herein, any dispute as to whether or not a
Participant has met the Performance Criteria specified in a Conditional
Contract determined by the Board in their sole and absolute discretion shall
not be referred to an expert in 


 


33

















 


terms
of this 25 and the decision of the Board shall be final and binding.


 


26                                                                                  DEALINGS IN SECURITIES


 


The Company will ensure
compliance with paragraphs 3.63 — 3.74 (director dealings) of the Listings
Requirements of the JSE in terms of share dealings by the Company relating to
the Plan.


 


27                                                                                  VOTES AT ANNUAL GENERAL MEETING


 


The votes of shares held by the Trust will not be
taken into account for Listings Requirements of the JSE resolution approval
purposes at general or annual meetings. Such Shares shall also not be taken
into account for purposes of determining categorisations as detailed in section
9 of the JSE Listings Requirements.


 


28                                                                                  PROFITS AND LOSSES AND TERMINATION OF THE PLAN


 


28.1                                                                                                                        The
Company shall, to the extent not recovered by the Trust from Group Members in
terms of 11.2, bear any losses sustained by the Trust which are not recovered
from Group Members in terms of 11. 
Furthermore, the Company shall be entitled to receive and be paid any
profits made, by the Trust in respect of the purchase, acquisition, sale or
disposal of Shares.


 


28.2                                                                                                                        The
Plan shall terminate if there are no longer any Conditional Contracts in force
and the Board and the Trustees so resolve. 
Upon such termination, the assets (if any) of the Trust shall be
realised and any surplus remaining after the discharge of the Trust’s
liabilities shall be paid over to the Company. 
Any deficit arising from the winding up of the Trust shall be borne by
the Company, to the extent not recovered by the Trust from Group Members in
terms of 11.2.


 


34

















 


29                                                                                  DOMICILIUM AND NOTICES


 


29.1                                                                                                                        The
parties choose domicilium citandi et executandi for the purposes of this Plan
is as follows -


 




	
  29.1.1

  	
   

  	
   

  	
   

  	
  the
  Company and the Trustees

  	
  :

  	
  The
  physical address and telefax number of the Registered Office of the Company
  from time to time;

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29.1.2

  	
   

  	
   

  	
   

  	
  each
  Participant

  	
  :

  	
  The
  physical address, telefax number and electronic mail address from time to
  time reflected as being his address, telefax number and/or electronic address
  in the Group’s payroll system from time to time.

  






 


Notwithstanding that the parties may have chosen
telefacsimile numbers and/or electronic mail addresses for their respective
domicilia citandi et executandi, each of the parties acknowledges that to the
extent that its domicilium citandi et executandi is to be used for the purpose
of the payment of any sum or the serving of any process such payment or service
shall be made at its physical address.


 


29.2                                                                                                                        Each
of the parties shall be entitled from time to time, by written notice to the
other, to vary its domicilium to any other physical address and/or its
facsimile number and/or (in the case of a Participant) his electronic mail
address; provided in the case of a Participant such variation is also made to
his details on the Group’s payroll system.


 


29.3                                                                                                                        Any
notice given and any payment made by any party to the other which -


 




	
  29.3.1

  	
   

  	
   

  	
   

  	
  is delivered by hand
  during the normal business hours of the addressee at the addressee’s
  domicilium for the time being shall be rebuttably presumed to have been
  received by the addressee at the time of delivery;

  






 


35














 


29.3.2                                                                                                                                                              is
posted by prepaid registered post to the addressee at the addressee’s
domicilium for the time being shall be rebuttably presumed to have been
received by the addressee on the tenth day after the date of posting.


 


29.4                                                                                                                        Any
notice given by any party to any other party which is transmitted by electronic
mail and/or facsimile to the addressee at the addressee’s electronic address
and/or facsimile address (as the case may be) for the time being shall be
presumed, until the contrary is proved by the addressee, to have been received
by the addressee on the date of successful transmission thereof.


 


29.5                                                                                                                        For
the sake of clarity and the avoidance of any doubt it is recorded that a
Participant shall not be entitled to give any notice or serve any process on the
Company and/or the Trustees by electronic mail.


 


30                                                                                  AMERICAN DEPOSITORY SHARES


 


30.1                                                                                                                        Notwithstanding
any other provision in this Deed but subject to all Applicable Laws, Eligible
Employees may if the Board deems it to be appropriate be granted the opportunity
to participate in the Plan by way of ADSs (as opposed to Shares), in which
event Eligible Employees may be awarded Conditional Contracts to be given
ADSs (as opposed to Shares).


 


30.2                                                                                                                        If
an Eligible Employee is granted an opportunity to participate in this Plan as
set out in 30.1, all references in this Deed to “Shares” shall be deemed to
apply mutatis mutandis to ADSs.


 


31                                                                                  COMPLIANCE


 


31.1                                                                                                                        The
Company shall comply with (and procure compliance by all Group Members with)
all Applicable Laws.  This Plan shall at
all times be operated and administered subject to all Applicable Laws.  Without derogating from the generality of the
aforegoing, the Company shall -


 


36

















 


31.1.1                                                                                                                                                              adhere
to and comply with the provisions of section 93 of the Act; and


 


31.1.2                                                                                                                                                              appoint
the Secretary as Compliance Officer of the Plan in terms of section 144A of the
Act and comply with the provisions of section 144A of the Act.


 


31.2                                                                                                                        The
Company, by its signature hereto, undertakes to procure compliance by every
other Group Member with this Deed.


 


 


	
  Signed
  at

  	
  on

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  for

  	
  Sappi
  Limited

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  who
  warrants that he is duly 

  authorised hereto

  
	
   

  	
   

  	
   

  
	
  We,
  the undersigned, David Charles Brink and Meyer Feldberg do hereby accept our
  appointment as trustees of The Sappi Limited Performance Share Incentive
  Plan.

  
	
   

  
	
   

  
	
  Signed
  at

  	
  on

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  David
  Charles Brink

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed
  at

  	
  on

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Meyer
  Feldberg

  
	
   

  	
   

  	
   

  
	
  This
  Deed was duly adopted at the annual general meeting of Sappi Limited held
  at                           on                                 .

  



 


37

















 


	
  Signed
  at

  	
  on

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chairman
  of the meeting 

  Date:

  



 


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