EX-4.1






EXHIBIT 4.1




NATIONAL GRID PLC





 






EMPLOYEE STOCK PURCHASE PLAN 2002

(AS AMENDED ON 23 APRIL 2008)





 







 









 








CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	1.
	 	DEFINITIONS AND INTERPRETATION	 	 	1	 
	 
	 	 	 	 	 	 
	2.
	 	PURPOSE OF PLAN	 	 	2	 
	 
	 	 	 	 	 	 
	3.
	 	EMPLOYEES ELIGIBLE TO PARTICIPATE	 	 	2	 
	 
	 	 	 	 	 	 
	4.
	 	ADMINISTRATION OF THE PLAN	 	 	2	 
	 
	 	 	 	 	 	 
	5.
	 	SHARES SUBJECT TO PLAN	 	 	3	 
	 
	 	 	 	 	 	 
	6.
	 	OFFER DATE	 	 	4	 
	 
	 	 	 	 	 	 
	7.
	 	PARTICIPATION	 	 	4	 
	 
	 	 	 	 	 	 
	8.
	 	PARTICIPATION LIMITATIONS	 	 	4	 
	 
	 	 	 	 	 	 
	9.
	 	OPTION PRICE	 	 	5	 
	 
	 	 	 	 	 	 
	10.
	 	EXERCISE OF OPTIONS	 	 	6	 
	 
	 	 	 	 	 	 
	11.
	 	WITHDRAWAL FROM PARTICIPATION	 	 	6	 
	 
	 	 	 	 	 	 
	12.
	 	RIGHTS NOT TRANSFERABLE	 	 	7	 
	 
	 	 	 	 	 	 
	13.
	 	APPROVAL OF SHAREHOLDERS	 	 	7	 
	 
	 	 	 	 	 	 
	14.
	 	TERMINATION	 	 	7	 
	 
	 	 	 	 	 	 
	15.
	 	AMENDMENT	 	 	8	 
	 
	 	 	 	 	 	 
	16.
	 	EXPENSES	 	 	8	 
	 
	 	 	 	 	 	 
	17.
	 	CONSENTS	 	 	8	 
	 
	 	 	 	 	 	 
	18.
	 	ADDITIONAL RESTRICTIONS	 	 	9	 
	 
	 	 	 	 	 	 
	19.
	 	TAKEOVER, RECONSTRUCTION AND WINDING UP	 	 	9	 
	 
	 	 	 	 	 	 
	20.
	 	NOTICES	 	 	10	 
	 
	 	 	 	 	 	 
	21.
	 	RIGHT OF DISCHARGE RESERVED	 	 	10	 
	 
	 	 	 	 	 	 
	22.
	 	SECTION HEADINGS	 	 	10	 
	 
	 	 	 	 	 	 
	23.
	 	GOVERNING LAW	 	 	10	 






 









 






	1.	 	DEFINITIONS AND INTERPRETATION

	 
	1.1	 	In this Plan, unless the context otherwise requires:-


	 
		 	
“Alternative Option Price” has the meaning given in Section 9.1(b) of the Plan;

	 
	 	 	“ADS” means the Company’s American Depositary Shares (evidenced by American
Depositary Receipts), each ADS representing five (5) Ordinary Shares;

	 
	 	 	“Base Option Price” has the meaning given in Section 9.1(a) of the Plan;

	 
	 	 	“the Board” means the board of directors of the Company;

	 
	 	 	“the Code” means the US Internal Revenue Code of 1986, as amended;

	 
	 	 	“the Committee” means the Remuneration Committee which is duly authorised
and appointed by the Board;

	 
	 	 	“the Company” means National Grid plc registered in England and Wales with
Company number 4031152;

	 
	 	 	“Consent” has the meaning given in Section 17.2 of the Plan;

	 
	 	 	“Control” means control with the meaning given by Section 840 of the United
Kingdom’s Income and Corporation Taxes Act 1988;

	 
	 	 	“Fair Market Value” has the meaning given in Section 9.3 of the Plan;

	 
	 	 	“the Group” has the meaning given in Section 2 of the Plan;

	 
	 	 	“NYSE” means The New York Stock Exchange, or its successor;

	 
	 	 	“Offer” means an offer made under the Plan;

	 
	 	 	“Ordinary Shares” means ordinary shares of the Company including ordinary shares represented by ADSs;

	 
	 	 	“Participating Corporation” means any Subsidiary of the Company that adopts
the Plan with the consent of the Company;

	 
	 	 	“the Plan” means the National Grid Employee Stock Purchase Plan 2002, as
amended from time to time;

	 
	 	 	“Plan Action” has the meaning given in Section 17.1 of the Plan;

	 
	 	 	“Purchase Date” means, for any Purchase Period, the last business day of
such period;

	 
	 	 	“Purchase Period” means the period(s) established by the Committee with
respect to an Offer;

	 
	 	 	“Subsidiary” has the meaning given in Section 3 of the Plan; and

	 
	 	 	“UKLA” means the United Kingdom Listing Authority.





 









 












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

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

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

	 
	2.	 	PURPOSE OF PLAN

	 
	 	 	The purpose of the Plan is to provide eligible employees of the Company
and/or designated subsidiaries of the Company (together the “Group”) who
wish to acquire Ordinary Shares with a convenient method of doing so. The
Board believes that participation in ownership of the Company by employees
of the Group’s companies on this basis will be to the mutual benefit of the
employees and the Group. It is intended that the Plan shall constitute an
“employee stock purchase plan” within the meaning of section 423(b) of the
Code.

	 
	3.	 	EMPLOYEES ELIGIBLE TO PARTICIPATE

	 
	 	 	Any employee of a Participating Corporation is eligible to participate in
the Plan, other than an employee who has not been employed for such period
as of the date of an Offer as the Committee shall in its discretion have
determined (consistent with the exclusions permitted under section 423(b)(4)
of the Code) prior to the date of such Offer. The term “employee” includes
any officer or director of a Participating Corporation who is otherwise an
employee of a Participating Corporation. The term “Subsidiary” has the
meaning set forth in section 424(f) of the Code. Any period determined by
the Committee in accordance with this Section 3 shall apply to all employees
who participate in such Offer.

	 
	4.	 	ADMINISTRATION OF THE PLAN

	 
	4.1	 	The Plan shall be administered by the Committee, which may delegate any
or all of its powers under and/or in respect to the Plan to the Company’s
Share Schemes Sub Committee, in accordance with its terms of reference.

	 
	4.2	 	The Committee shall have the authority:







	 	(a)	 	to exercise all of the powers granted to it under the Plan,

	 
	 	(b)	 	to construe, interpret and implement the Plan,

	 
	 	(c)	 	to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules governing its own operations,

	 
	 	(d)	 	to make all determinations necessary or advisable in administering the
Plan,

	 
	 	(e)	 	to correct any defect, supply any omission and reconcile
any inconsistency in the Plan,

	 
	 	(f)	 	subject to Section 15, to amend the Plan to reflect changes in
applicable law, and

	 
	 	(g)	 	to establish exchange ratios applicable to amounts
withheld or shares purchased in foreign currencies.





 









 












	4.3	 	The determination of the Committee on any matters relating to the Plan
shall be final, binding and conclusive on all parties.

	 
	4.4	 	No member of the Board, the Committee or the Company’s Share Schemes
Sub Committee shall be liable for any action or determination made in good
faith with respect to the Plan.

	 
	4.5	 	Notwithstanding anything to the contrary contained herein:







	 	(a)	 	until the Board shall appoint the members of the
Committee, the Plan shall be administered by the Board; and

	 
	 	(b)	 	the Board may, in its sole discretion, at any time and
from time to time, resolve to administer the Plan.







In either of the foregoing events, the Board shall have all of the authority
and responsibility granted to the Committee herein.




	5.	 	SHARES SUBJECT TO PLAN.

	 
	5.1	 	The total number of Ordinary Shares, which may be issued or transferred
pursuant to the Plan shall be 200,000,000 shares (being 10% of the expected
issued share capital on the adoption of the Plan). Such shares may be
authorised but unissued Ordinary Shares or authorised and issued Ordinary
Shares acquired for the purposes of the Plan. Shares transferred pursuant to
the Plan may, at the Company’s option, be represented by ADSs issued pursuant
to the Company’s Amended and Restated Deposit Agreement, or any successor
depository facility. Shares subject to any lapsed or expired option shall
again become available for transfer pursuant to options granted or to be
granted under the Plan.

	 
	5.2	 	Subject to any required action by the shareholders of the Company, the
number of shares available for issuance both in the aggregate and with respect
to each outstanding option, and the Base Option Price/Alternative Option Price
per share under each outstanding option, may be proportionately adjusted for
any increase or decrease in the ordinary share capital in issue resulting from
a variation of the Company’s share capital, or any other increase or decrease
in the number of issued Ordinary Shares effected without receipt of
consideration by the Company. Such adjustment may be made at the discretion
of the Committee, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of Ordinary Shares subject to an
option.

	 
	5.3	 	No option or other right to acquire Ordinary Shares may be granted if,
as a result of such grant, the total number of Ordinary Shares issued or
issuable pursuant to the exercise of options or other rights granted within
the preceding ten years under this Plan and all employee share schemes
established by the Company or a Subsidiary would exceed 10% of the issued
ordinary share capital of the Company on the day of such grant.

	 
	5.4	 	For the purpose of Section 5.3 above, any shares in National Grid
Holdings One plc (company number 2367004) which have been issued (or remain
issuable) under any executive or employees’ share scheme shall be treated as shares in the Company, subject to the proviso that:







	 	(a)	 	any shares issued or issuable pursuant to any options
granted as “Replacement Options” under paragraph (f) of the Unapproved
Appendix to the National Grid





 









 






	 	 	 	Executive Share Option Scheme (1990) shall be regarded as having been
granted on the date that the “1998 Option” (as that term is defined
in such paragraph) to which they relate was granted; and







	 	(b)	 	any shares issued or issuable pursuant to any option
granted under The National Grid Company PLC’s 1995 Unapproved Savings
Related Share Option Scheme and any corresponding option granted under
The National Grid Company PLC’s Savings Related Share Option Scheme
established in 1990 shall be treated as a single option in recognition
that only one or other, but not both, of such options may be exercised.







	5.5	 	References in Sections 5.3 and 5.4 to shares issued or issuable
pursuant to the exercise of options or other rights shall include any shares
issued for the purpose of satisfying any such option or other right.

	 
	6.	 	OFFER DATE

	 
	6.1	 	The Committee shall determine the date or dates upon which one or more
Offers shall be made under the Plan and the procedures that shall apply with
respect to such Offer. The term of each Offer shall be twenty four (24)
months, or such other term as the Committee shall determine prior to the
commencement of an Offer, which shall not exceed 60 months or any other period
prescribed by the relevant legislation.

	 
	6.2	 	In order to participate in an Offer, an eligible employee must submit
such enrolment forms as shall be prescribed by the Committee (which shall
include a payroll deduction authorisation form) at such time and in such
manner as shall be prescribed by the Committee. The payroll deductions
authorised by a participant on a payroll deduction authorisation form shall
not exceed a specified monetary maximum established by the Committee.

	 
	7.	 	PARTICIPATION

	 
	7.1	 	On the effective date of an Offer, each eligible employee shall be
granted an option to acquire, through payroll deductions, as many whole
Ordinary Shares, subject to the limitation set forth in Section 8, as he or
she may acquire with the amount to be deducted from his or her pay during the
term of the Offer. Each Offer shall specify the maximum number of Ordinary
Shares that the participant may purchase throughout the duration of the Offer.

	 
	7.2	 	All employees granted options under the Plan shall have the same rights
and privileges under the Plan, except that the number of whole Ordinary Shares
each participant may purchase will depend upon the payroll deduction he or she
authorises.

	 
	7.3	 	Each participant in an Offer agrees to notify the Company of any
disposition of Ordinary Shares acquired pursuant to the Plan prior to the
expiration of the holding periods set forth in section 423(a) of the Code.

	 
	7.4	 	All contributions received or held by the Company, or any Participating
Employer, or any agent thereof, under the Plan may be used by the Company or
the Participating Employer for any corporate purpose, and the Company and the
Participating Corporation shall not be obligated to segregate such
contributions or pay interest thereon.

	 
	8.	 	PARTICIPATION LIMITATIONS

	 
	 	 	Notwithstanding any other provision of the Plan, no employee shall be
granted an option under the Plan if:







 











 






	 	(a)	 	the employee, immediately after such grant, owns shares
(including all shares which may be purchased under outstanding options,
whether or not such options qualify for the special tax treatment
afforded by section 421(a) of the Code) possessing 5% or more of the
total combined voting power or value of all classes of share capital of
the Company or of any subsidiary corporation; for purposes of this
limitation, the rules of section 424(d) of the Code and the regulations
promulgated thereunder (relating to attribution of stock ownership)
shall apply; or

	 
	 	(b)	 	such grant would permit, under the rules set forth in
section 423(b)(8) of the Code and the regulations promulgated thereunder,
the employee’s rights to purchase shares under this Plan and all other
employee share purchase plans maintained by the Company and its
subsidiary corporations, to accrue at a rate in excess of $25,000 (or any
other period prescribed by the relevant legislation) in Fair Market Value
of such shares (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time; for
purposes of this limitation, only options to which section 423 of the
Code applies shall be counted.







	9.	 	OPTION PRICE







	9.1	 	Subject to the provisions of Section 11 regarding recommencement of
participation, the option price at which Ordinary Shares may be purchased
under any option granted under the Plan shall be determined by the Committee
provided that it shall be not less than the lower of:







	 	(a)	 	85% of the Fair Market Value of an Ordinary Share on the
date of grant of the option (the “Base Option Price”), and

	 
	 	(b)	 	85% of the Fair Market Value of an Ordinary Share on the
date of exercise of the option (the “Alternative Option Price”).







	9.2	 	The option price determined by the Committee pursuant to Section 9.1
shall be stated in the option documentation to be given to the participant.

	 
	9.3	 	The Fair Market Value of each Ordinary Share on any day shall be:







	 	(a)	 	If Ordinary Shares are to be acquired and such shares are
quoted on the Official List of the UKLA, the mid-market price of the
shares (as derived from the Daily Official List of the London Stock
Exchange) on the preceding dealing day or, if the Committee so
determines, the average of the mid-market price of the shares on the
three trading days preceding such day.

	 
	 	(b)	 	If ADSs are to be acquired and the principal market for
the ADSs (the “Market”) is the NYSE or another national securities
exchange, the last sale price; or,







	 	(i)	 	if no reported sales take place on the
date on which the Fair Market Value is to be determined, the
Fair Market Value on that date will be the average of the
high bid and low asked price of ADSs as reported for Market
on such date;

	 
	 	(ii)	 	if no such quotation is made on the date
on which the Fair Market Value is to be determined, the Fair
Market Value will be the average of the high bid and low
asked price of ADSs as reported for the Market on the next
preceding day on which there were quotations, provided that
such quotations shall have been made within the ten (10)
business days preceding the date in respect of which the Fair
Market Value is being 





 









 






	 	 	 	determined.







	 	(c)	 	In the event that neither paragraph (a) nor (b) applies,
the Fair Market Value on any day shall be determined in good faith by
the Committee.

	 
	 	(d)	 	Notwithstanding the foregoing the purchase price of an ADS
may never be less than the pounds sterling equivalent on the relevant
day of the nominal value of the ordinary shares represented by such ADS.







	10.	 	EXERCISE OF OPTIONS

	 
	10.1	 	At the end of each payroll period, the amount authorised shall be
deducted from the after-tax pay of each participant. This amount shall be
held for the credit of the participant by the Company as part of its general
funds and may, at the discretion of the Company, accrue interest.

	 
	10.2	 	Subsequent to procedures prescribed by the Committee, on each Purchase
Date, each participant who has not withdrawn from the Plan in accordance with
Section 11 and whose participation in the Offer has not terminated before such
Purchase Date shall automatically acquire pursuant to the exercise of the
participant’s option the number of whole Ordinary Shares (and at the
discretion of the Committee fractions thereof) determined by dividing (a) the
total amount of the participant’s payroll deductions accumulated during the
term of the Offer and not previously applied toward the purchase of Ordinary
Shares by (b) the option price determined by the Committee in accordance with
Section 9.1. However, in no event shall the number of Ordinary Shares
purchased by the participant during the term of an Offer exceed the number of
shares subject to the participant’s option. No Ordinary Shares shall be
purchased on a Purchase Date on behalf of a participant whose participation in
the Offer or the Plan has terminated before such Purchase Date. Any part of
the relevant amount which is not used to acquire Ordinary Shares may either be
repaid to the participant or carried forward and applied on the participant’s
behalf in any successive Offer.

	 
	10.3	 	Notwithstanding any other provision in this Plan, the amount paid to
acquire Ordinary Shares when an option is exercised shall not exceed the
amounts actually deducted from the pay of a participant during the term of an
Offer (and any interest on such amounts where relevant).

	 
	10.4	 	Where Ordinary Shares are issued to or transferred to a participant
following the exercise of an option, the participant shall not be entitled to
any rights, attaching to such shares by reference to a record date before the
date on which the shares are actually so issued or transferred.

	 
	10.5	 	Notwithstanding any other provision in this Plan, an award made under
the rules of this Plan may be structured as a contract (as opposed to an
option) to buy such shares.

	 
	11.	 	WITHDRAWAL FROM PARTICIPATION

	 
	11.1	 	Subject to procedures prescribed by the Committee, a participant may at
any time until five (5) business days before the scheduled Purchase Date elect
to withdraw from further participation in an Offer. Deductions from the pay
of the participant shall cease as soon as practicable following such election
and all amounts deducted from the participant’s pay prior to such cessation
(and not previously applied to purchase Ordinary Shares) shall be returned to
the participant. Recommencement of participation in a subsequent Offer or
Purchase Period shall be subject to procedures prescribed by the Committee.





 









 












	11.2	 	Subject to Section 11.3, upon termination of a participant’s employment
with the Company or its Subsidiaries for any reason, the participant shall
cease participation in the Plan, and all amounts deducted from the
participant’s pay prior to such cessation (and not previously applied to
purchase Ordinary Shares) shall be returned to the participant. The Committee
may in its discretion determine whether any leave of absence constitutes a
termination of employment for purposes of the Plan.

	 
	11.3	 	If any employee ceases to be employed, the following provisions may
apply in relation to any option granted to him:







	 	(a)	 	if he so ceases by reason of injury, permanent disability
(as determined by the Committee) or reaching normal retirement age in
accordance with the terms of his contract of employment, the option may
be exercised on the earlier of (i) the first Purchase Date following
the date of such cessation or (ii) the date two (2) calendar months
after the date of such cessation (unless such date does not fall on a
business day, in which case the relevant date will be the next business
day), and any payroll deductions remaining in the participant’s account
after such date shall be returned to the participant;

	 
	 	(b)	 	if he so ceases by reason of his death, the option may be
exercised on the earlier of (i) the first Purchase Date following the
date of his death or (ii) the date two (2) calendar months after the
date of his death (unless such date does not fall on a business day, in
which case the relevant date will be the next business day), and any
payroll deductions remaining in the participant’s account after such
date shall be returned to the participant’s legal representative;

	 
	 	(c)	 	if he so ceases only because he is employed by a company
which ceases to be a Subsidiary of the Company, or relates to a
business or part of a business which is transferred to a person who is
not a related company, the option may be exercised on the earlier of
(i) the first Purchase Date following the date of such cessation or
(ii) the date two (2) calendar months after the date of such cessation
(unless such date does not fall on a business day, in which case the
relevant date will be the next business day), and any payroll
deductions remaining in the participant’s account after such date shall
be returned to the participant.







	12.	 	RIGHTS NOT TRANSFERABLE

	 
	 	 	A participant’s rights under the Plan shall not be assignable or
transferable, voluntarily or involuntarily, by operation of law or
otherwise, any such assignment or transfer which may be attempted shall be
null and void and of no effect; provided, however, that this Section 12
shall not prevent transfers by will or by the laws of descent and
distribution. If any action is taken by a participant in contravention of
this Section 12, such action may, at the discretion of the Committee, be
treated as a notice of withdrawal pursuant to the provisions of Section 11.







	13.	 	APPROVAL OF SHAREHOLDERS

	 
	 	 	The Plan was approved by the Company’s shareholders on 7 December 2001, and
was adopted by the Company on 7 December 2001 and was amended by the Board
on 23 April 2008.







	14.	 	TERMINATION





 









 












	14.1	 	The Plan, and all rights of employees under any Offer, shall terminate
upon the first to occur of:







	 	(a)	 	the date as of which the Committee determines that the
total number of shares available for sale under the Plan is not
sufficient to meet all unfilled purchase requirements; or

	 
	 	(b)	 	the date as of which the Plan is terminated by the Board.







	14.2	 	Upon termination of the Plan, all payroll deductions shall cease and all
amounts credited to participants shall be either refunded to each participant or
equitably applied to the purchase of the whole shares then available under the
Plan (with any remaining funds refunded to participants as soon as practicable),
as determined by the Committee in its discretion.

	 
	14.3	 	No options may be granted after 6 December 2011.

	 
	15.	 	AMENDMENT

	 
	15.1	 	Subject to Section 15.2 below, the Board (or, as permitted by Section
4.2, the Committee) may at any time alter the Plan.

	 
	15.2	 	Subject to Section 15.3 below, no alteration to the advantage of the
persons to whom options may be granted shall be made under Section 15.1 above
to any of Sections 3, 5, 8, 9, 10, 11, 12, 14, 17, and 18 without the prior
approval by ordinary resolution of the members of the Company in general
meeting.

	 
	15.3	 	Section 15.2 above shall not apply to any minor alteration to benefit
the administration of this Plan, to take account of a change in legislation or
to obtain or maintain favourable tax, exchange control or regulatory treatment
for participants, the Company or any Subsidiary or related company.

	 
	15.4	 	Shareholder approval of any amendment shall be obtained to the extent
necessary to comply with section 423 of the Code or other applicable law or
regulation.

	 
	16.	 	EXPENSES

	 
	 	 	All expenses of administering the Plan, including any expenses incurred in
connection with the purchase by the Company of shares for sale to
participants, shall be borne by the Company or a Participating Corporation.

	 
	17.	 	CONSENTS

	 
	17.1	 	If the Committee shall at any time determine that any Consent (as
hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the granting of any option under the Plan, the issuance or
purchase of shares or other rights thereunder, or the taking of any other
action thereunder (each such action being hereinafter referred to as a “Plan
Action”), then such Plan Action shall not be taken, in whole or in part,
unless and until such Consent shall have been effected or obtained to the full
satisfaction of the Committee.

	 
	17.2	 	The term “Consent” as used herein with respect to any Plan Action means
(a) any and all listings, registrations or qualifications in respect thereof
upon any securities exchange or under any national, federal, state or local
law, rule or regulation, (b) any and all written agreements and
representations by the participant with respect to the disposition of shares,
or with respect to any other matter, which the Committee shall deem necessary
or desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the 





 









 






	 	 	requirement that any such
listing, qualification or registration be made and (c) any and all consents, clearances and approvals in respect of a Plan Action by any
governmental or other regulatory bodies.







	18.	 	ADDITIONAL RESTRICTIONS

	 
	 	 	Prior to the exercise of an option under the Plan, and as a condition
precedent to such exercise and the issuance of any shares, the Committee may
require the participant to represent and warrant that the shares are being
acquired for investment purposes only, and may impose such other restrictions
on the issuance of such shares as the Committee in its discretion deems
necessary or advisable.

	 
	19.	 	TAKEOVER, RECONSTRUCTION AND WINDING UP

	 
	19.1	 	Section 19.2 below applies if any of the events described in this section 19.1
occurs.







	 	(a)	 	any person obtains Control of the Company as a result of
making a general offer to acquire shares in the Company, or having
obtained Control makes such an offer; or

	 
	 	(b)	 	any person becomes bound or entitled to acquire shares in
the Company under sections 428 to 430F of the Companies Act 1985, or if
the Company passes a resolution for voluntary winding up, or if an
order is made for the compulsory winding up of the Company; or

	 
	 	(c)	 	a scheme of arrangement or compromise under section 425
of the Companies Act 1985 is proposed; or

	 
	 	(d)	 	a demerger, special dividend or other event which, in the
opinion of the Company would affect the share price to a material
extent, is proposed; or

	 
	 	(e)	 	the events referred to in this Section 19 are part of an
arrangement (“a Reorganisation”) which will mean that the Company will







	 	(i)	 	be under the Control of another company
or the business of the Company is carried on by another
company; and

	 
	 	(ii)	 	the persons who owned the shares in the
Company immediately before the change of Control will
immediately afterwards own more than 50% of the shares in that
other company.







	19.2	 	If any of the events described in Section 19.1 above occurs, subject to
earlier lapse under Section 11.3 above, and in the absolute discretion of the
Board, all unexercised outstanding options under the Plan will be treated as
set forth in either (i), (ii), (iii), or (iv) below.







	 	(i)	 	each option outstanding under the Plan
shall be assumed or an equivalent option shall be substituted
by the successor corporation or a parent or subsidiary of such
successor corporation in accordance with the requirements of
section 424 of the Code; or

	 
	 	(ii)	 	all outstanding options may be cancelled
by the Board as of a date prior to the effective date of any
such transaction and all payroll deductions shall, as soon as
practicable, be returned to participants; or

	 
	 	(iii)	 	the Purchase Date shall be accelerated
to a date before the date of the transaction specified by the
Board; or

	 
	 	(iv)	 	any other manner the Board shall deem
appropriate and equitable in the Board’s absolute discretion.





 









 












	19.3	 	For the purposes of Section 19.1a) above, a person shall be deemed to
have obtained Control of the Company if he and others acting in concert with
him have together obtained Control of it.

	 
	20.	 	NOTICES

	 
	 	 	Any notice to be given to the Company under the Plan shall be in writing and
shall be addressed to the Company Secretary at the Company’s registered
office, or to such other address as the Company may hereafter designate by
notice in the manner set forth herein. Notice to an employee who
participates in the Plan shall be addressed to the address of the employee
on the human resources records of the Company, or to such other address as
the employee may designate by notice in the manner set forth herein. A
notice shall be deemed to have been duly given when personally delivered or,
if mailed by registered or certified mail to the party entitled to receive
it, five days after the date the notice was so mailed.

	 
	21.	 	RIGHT OF DISCHARGE RESERVED

	 
	 	 	Nothing in the Plan shall confer upon any participant the right to continue
in the employ of the Company or any Subsidiary or affect any right which the
Company or any Subsidiary may have to terminate such employment and an
individual who participates in the Plan shall and does by submitting an
application to be granted an option waive all and any rights to compensation
or damages in consequence of the termination of his employment for any
reason whatsoever insofar as those rights arise or may arise from his
ceasing to have rights under or be entitled to exercise any option as a
result of such termination.

	 
	22.	 	SECTION HEADINGS

	 
	 	 	The section headings contained herein are for the purpose of convenience only
and are not intended to define or limit the contents of the sections.

	 
	23.	 	GOVERNING LAW

	 
	 	 	The Plan shall be interpreted, construed and administered in accordance with
English law (without giving effect to principles of conflict of laws),
except that in relation to the U.S. tax treatment of participants, the Plan
will be interpreted, construed and administered in accordance with the Code.