GlaxoSmithKline plc S-8


 


Exhibit 4.14


 





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GLAXOSMITHKLINE
PLC


 





RULES
OF THE GLAXOSMITHKLINE 2017

DEFERRED ANNUAL BONUS PLAN 





	 	 
	Shareholder
    approval	4
    May 2017
	 	 
	Expiry
    Date:	3
    May 2027












 


 


 





	Linklaters
LLP

        One
Silk Street

        London
EC2Y 8HQ
	 
	 	 
	Telephone
    (+44) 20 7456 2000	 
	Facsimile
    (+44) 20 7456 2222	 
	 	 
	Reference:
    Neil Sharpe	 










 



     


     


    







 


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Table
of Contents 


 




	Contents	Page
	 	 	 
	1	Meaning
    of words used	1
	 	 	 
	2	Granting
    Awards	2
	 	 	 
	3	Dividends
    and dividend equivalents	3
	 	 	 
	4	Vesting
    of Awards	4
	 	 	 
	5	Malus
    and Clawback	5
	 	 	 
	6	Leaving
    employment	6
	 	 	 
	7	Corporate
    Events	6
	 	 	 
	8	Tax	8
	 	 	 
	9	General
    Terms	8
	 	 	 
	10	Amendment
    and termination of the Plan	11
	 	 	 
	11	Governing
    Law	12
	 	 	 
	Schedule 1 United States	13


  


 






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		1	Meaning
                                         of words used



 


In
these Rules:


 


“Award”
means a conditional right to acquire Shares (which may be a Conditional Award or a Nil-Cost Option) which is granted in respect
of annual bonus foregone, as described in rule 2.3;


 


“Award
Date” means the date on which an Award is granted or any other date which the Committee sets in relation to an Award;


 


“Committee”
means the remuneration committee of the board of directors of the Company or any person or group of persons to whom some or all
of such body’s functions under the Plan are delegated;


 


“Company”
means GlaxoSmithKline plc;


 


“Conditional
Award” means a conditional right to acquire Shares following Vesting;


 


“Dealing
Restrictions” means any restriction on dealing in securities imposed by regulation, statute, order or any code adopted
by the Company as varied from time to time;


 


“Dividend
Equivalents” means a right to cash or Shares as described in rule 3.2;


 


“Executive”
means an executive director of the Company or any member of the Corporate Executive Team of the Company;


 


“Grantor”
means the Member of the Group or other entity which has agreed to satisfy an Award as required by these rules or, if no entity
has so agreed, the Company;


 


“Market
Value” means, in respect of any day, the closing price of a Share quoted on the London Stock Exchange for the immediately
preceding day (or such other day selected by the Committee or the average closing price of consecutive days selected by the Committee)
on which the relevant market was open or, in the case of an American depositary share, the closing price quoted on the New York
Stock Exchange for that same immediately preceding day (or such other day selected by the Committee or the average closing price
of consecutive days selected by the Committee);


 


“Member
of the Group” means the Company, its subsidiaries from time to time or any other company which the Committee determines
should be treated as a Member of the Group for some or all purposes;


 


“Nil-Cost
Option” means a conditional right to acquire Shares following exercise;


 


“Participant”
means a person who has been granted an Award or, following the death of a Participant, his personal representatives;


 


“Plan”
means this plan known as “The GlaxoSmithKline 2017 Deferred Annual Bonus Plan” as amended from time to time;


 


“Recoupment
Policy” means the Company’s policy from time to time on the recoupment of value from employees which is applicable
to the Participant;


 


“Shares”
means a fully paid ordinary share in the capital of the Company, and, where the context requires, includes an American depositary
share representing Shares;


 






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“Short
Term Deferral Period” means the period ending on 15 March after the end of the calendar year in which Vesting occurs;


 


“Takeover”
has the meaning given to it in rule 7.1;


 


“Vesting”
means a Participant becoming entitled to receive the Shares comprised in his Award and “Vest” shall be construed
accordingly;


 


“Vesting
Date” means the date on which an Award would normally Vest which will be set by the Committee on the grant of the Award
under rule 2.2.


 


		2	Granting
                                         Awards



 


		2.1	Selection
                                         of Participants



 


The
Committee may select any employee (including an executive director) of any Member of the Group to be granted an Award.


 


		2.2	Things
                                         to be decided when an Award is granted



 


When
granting an Award the Committee will decide:


 


		2.2.1	the
                                         proportion of annual bonus which an employee will forgo in return for the grant of an
                                         Award;



 


		2.2.2	the
                                         Vesting Date or Vesting Dates;



 


		2.2.3	the
                                         terms of any conditions;



 


		2.2.4	whether
                                         the Award will take the form of a Nil-Cost Option (and if the Committee does not so decide,
                                         the Award will take the form of a Conditional Award);



 


		2.2.5	if
                                         the Award is in the form of a Nil-Cost Option, whether the Award will be exercisable
                                         for a period shorter than the period from Vesting up to the tenth anniversary of the
                                         Award Date except where Rule 6 (Leavers) or Rule 7.1 (Takeover) applies (and if the Committee
                                         does not so decide, the Nil-Cost Option will be exercisable for such period);



 


		2.2.6	whether
                                         or not the Award will carry Dividend Equivalents and, if it does, whether or not they
                                         will be on a notional re-investment basis (see rule 3.2);



 


		2.2.7	if
                                         the Award will Vest on a date other than the Vesting Date if the Participant leaves employment
                                         (see Rule 6.1); and



 


		2.2.8	which
                                         (if any) Schedules to the Plan will apply to the Award.



 


		2.3	Size
                                         of Awards



 


The
Grantor will grant to the Participant an Award over a number of Shares with a Market Value on the Award Date equal to the gross
amount of bonus foregone (or, if the Committee so decides, the net amount of bonus foregone).


 


Additional
Shares may be made subject to the Award in order to compensate the Participant for having agreed to pay or repay any employer
social security liability.


 






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		2.4	Timing
                                         of Awards



 


Awards
may not be granted after 3 May 2027.


 


The
Award Date for an Award must be within the 42 days starting on any of the following:


 


		2.4.1	the
                                         day after the announcement of the Company’s results for any period; or



 


		2.4.2	any
                                         day on which the Committee resolves that exceptional circumstances exist which justify
                                         the grant of Awards; or



 


		2.4.3	any
                                         day on which changes to the legislation or regulations affecting share plans are announced,
                                         effected or made; or



 


		2.4.4	the
                                         lifting of Dealing Restrictions which prevented the granting of Awards during any period
                                         specified above.



 


		2.5	Documentation
                                         of Awards



 


Each
Award will be granted by deed. Each Participant will receive or be directed to a certificate or statement (electronically or in
hard copy) summarising the principal terms of the Award.


 


		2.6	Overseas
                                         schedules



 


The
Committee may establish additional schedules to the Plan for the benefit of employees outside the UK, based on the Plan but modified
to take account of local tax, exchange control or securities laws in overseas territories.


 


		3	Dividends
                                         and dividend equivalents



 


		3.1	No
                                         rights to dividends



 


A
Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares
subject to an Award unless and until the Shares are issued or transferred to the Participant.


 


		3.2	Dividend
                                         Equivalents



 


If
an Award carries Dividend Equivalents:


 


		3.2.1	unless
                                         the Committee decides otherwise, with effect from the payment date of each ordinary dividend
                                         declared on Shares between the Award Date and the date of Vesting, the number of Shares
                                         subject to the Award will be increased by the number of Shares which could be bought
                                         with the amount of the dividend payable on that number of Shares (including any previously
                                         added under this rule 3.2) on the basis of the market value of a Share on the payment
                                         date; or



 


		3.2.2	if
                                         the Committee decides that Dividend Equivalents would not be on a notional reinvestment
                                         basis as described in rule 3.2.1, as soon as practicable after Vesting (and in any event
                                         no later than the date on which the Short Term Deferral Period expires), the Grantor
                                         will pay to the Participant an amount (in cash or Shares) equal to the total ordinary
                                         dividends paid between the Award Date and the date of Vesting on the number of Shares
                                         then Vesting; or



 






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		3.2.3	the
                                         Committee may decide that the Dividend Equivalents may be calculated on any other basis
                                         which, in the opinion of the Committee, is reasonable.



 


For
the avoidance of doubt, the amount of a dividend, for these purposes, does not include the tax credit.


 


For
the purposes of this rule 3, “market value” means Market Value or, if the Committee so decides, the closing price
of a share quoted on the London Stock Exchange for the dividend payment date or, in the case of an American depositary share,
the closing price quoted on the New York Stock Exchange for that day.


 


This
will not apply to any dividend in respect of which an adjustment is made under rule 7.4.


 


For
the avoidance of doubt, a Participant is not entitled to receive Dividend Equivalents with respect to the time period between
the date of Vesting and the date that the relevant Shares are issued or transferred to the Participant.


 


		4	Vesting
                                         of Awards



 


		4.1	Normal
                                         Vesting



 


Subject
to rules 4.6, 5, 6 and 7, an Award will Vest on the Vesting Date (or, if there is more than one, as to the relevant number of
Shares on each of the Vesting Dates).


 


		4.2	Consequences
                                         of Vesting – Conditional Award



 


Subject
to rules 4.5 and 4.6.2, as soon as practicable after the Vesting of an Award (and in any event no later than the date on which
the Short Term Deferral Period expires) which takes the form of a Conditional Award, the Grantor shall procure that:


 


		4.2.1	the
                                         number of Shares in respect of which the Award has Vested are issued or transferred to
                                         the Participant; and



 


		4.2.2	the
                                         Participant is paid any amount due under rule 3.2.2 (dividend equivalents).



 


		4.3	Consequences
                                         of Vesting – Nil-Cost Options



 


A
Nil-Cost Option will become exercisable, in respect of the number of Shares in respect of which it has Vested, from the date on
which it Vests for a period up to the tenth anniversary of the Award Date, unless the Grantor determined on the Award Date that
a shorter period should apply or if rules 6 (leavers) or 7.1 (takeovers) apply.


 


The
Grantor will procure that the Participant is paid any amount due under rule 3.2.2 (dividend equivalents) as soon as practicable
after the date of Vesting (and in any event no later than the date on which the Short Term Deferral Period expires).


 


A
Nil-Cost Option may be exercised by the Participant giving written notice to the Company in such form as the Company may prescribe.
A Nil-Cost Option will be deemed exercised on the last business day before the date on which it will lapse by virtue of this rule
4.3.


 


Subject
to rules 4.5 and 4.6.2, within 30 days of the receipt of the notice (or of the deemed exercise), the Grantor shall procure that
the number of Shares in respect of which the Nil-Cost Option has been exercised are issued or transferred to the Participant.


 






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		4.4	No
                                         Fractional Shares



 


Any
fractional number of Shares accrued as a result of rule 3.2 (or any other reason) shall be aggregated as at the date of Vesting,
and rounded up to the nearest whole Share, unless the Committee determines otherwise.


 


		4.5	Cash
                                         alternative



 


The
Committee may decide to satisfy an Award or the exercise of a Nil-Cost Option by paying to the Participant an amount equal to
the Market Value of the number of Shares which would otherwise be issued or transferred on the date of Vesting (or exercise, in
the case of a Nil-Cost Option).


 


The
Committee may grant an Award on the basis that it will always be satisfied as described in this rule 4.5.


 


		4.6	Delay
                                         for Dealing Restrictions



 


		4.6.1	If
                                         the Vesting of an Award is prevented on any date by a Dealing Restriction, the Award
                                         will Vest on the first date on which it is no longer so prevented.



 


		4.6.2	If
                                         the issue or transfer of Shares is prevented by a Dealing Restriction on any date set
                                         out in rules 4.2 or 4.3, the period for issue or transfer of Shares under those rules
                                         will start (or continue) to run from the first date on which it is no longer so prevented.



 


		5	Malus
                                         and Clawback



 


		5.1	Delay
                                         for investigations



 


The
Committee may decide to delay the Vesting or exercise of an Award held by a Participant and/or the delivery of Shares to such
Participant in circumstances where there is any internal or external investigation or action which relates to, or may relate to,
the Participant.


 


When
the Committee has become aware of the outcome of and/or significance of any such investigation or action then it may decide to:


 


		5.1.1	reduce
                                         the number of Shares subject to the Award or to be delivered to the Participant in whole
                                         or in part;



 


		5.1.2	impose
                                         additional conditions on the Vesting or exercise of the Award or the delivery of the
                                         Shares;



 


		5.1.3	determine
                                         the timing of any Vesting or exercise of the Award or any delivery of the Shares.



 


Where
there is a delay under this Rule 5.1 the following provisions will apply:


 


		5.1.4	if
                                         a Participant leaves employment after the date on which the Award would have Vested but
                                         for the delay then, unless the Committee decides otherwise, Rule 6 (leaving employment)
                                         will not apply. The Award will continue and Vest to the relevant extent (subject to any
                                         further adjustment under this Rule 5) under this Rule 5.1;



 






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		5.1.5	Vesting
                                         or exercise of the Award or delivery of Shares will not be delayed beyond any date on
                                         which Vesting, exercise or delivery would otherwise occur under rule 7 (Corporate Events).



 


The
Vesting of an Award may also be delayed under the Recoupment Policy.


 


		5.2	Reduction
                                         or lapse of Awards



 


The
Committee (or, if appropriate, the Recoupment Committee of the Company) may decide that an Award which has not Vested (or a Nil-Cost
Option which has not been exercised) will lapse wholly or in part:


 


		5.2.1	pursuant
                                         to the terms of the Recoupment Policy; or



 


		5.2.2	if
                                         it considers that the Participant has engaged in conduct which is contrary to the legitimate
                                         expectations of the Company.



 


		6	Leaving
                                         employment



 


		6.1	General
                                         rules on leaving employment



 


		6.1.1	Subject
                                         to Rule 6.1.2, if a Participant leaves employment before the Vesting Date then his Award
                                         will continue and Vest on the Vesting Date unless the Committee decided on the Award
                                         Date that a different date for Vesting would apply in such circumstances.



 


		6.1.2	If
                                         a Participant leaves employment:



 


		(i)	by
                                         reason of termination for gross misconduct; or



 


		(ii)	in
                                         circumstances where his employer is entitled to summarily terminate his employment and
                                         the Committee decides that this Rule 6.1.2 will apply



 


then
his Award will lapse on the date he leaves employment.


 


		6.1.3	A
                                         Nil-Cost Option which Vests on or after a Participant leaving employment will, subject
                                         to Rule 7, be exercisable for a period of twelve months following such Vesting and shall
                                         be automatically exercised at the end of that period to the extent it remains unexercised.



 


		6.1.4	A
                                         Nil-Cost Option which is already exercisable on a Participant leaving employment will,
                                         unless Rule 6.1.2 or 7 applies, continue to be exercisable for a period of twelve months
                                         following such leaving and shall be automatically exercised at the end of that period
                                         to the extent it remains unexercised.



 


		6.2	Meaning
                                         of “leaving employment”



 


For
the purposes of this rule, a Participant will be treated as ‘leaving employment’ when he is no longer an employee
or executive director of any Member of the Group and not before.


 


		7	Corporate
                                         Events



 


		7.1	Takeover



 


If
there is a Takeover, each Award will Vest on the date of the Takeover.


 






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Any
Nil-Cost Option which Vests or is already exercisable on the date of the Takeover will be exercisable for a period of six weeks
following such date and shall be automatically exercised at the end of that period to the extent it is unexercised.


 


Alternatively,
the Committee may decide that some or all Awards will be automatically exchanged in accordance with rule 7.2 or may allow the
Participant to choose Vesting or exchange.


 


There
is a “Takeover” if:


 


		7.1.1	a
                                         person (or a group of persons acting in concert) obtains Control of the Company as a
                                         result of making an offer to acquire Shares; or



 


		7.1.2	a
                                         court sanctions a compromise or arrangement under section 895 of the Companies Act 2006
                                         in connection with the acquisition of Shares.



 


“Control”
has the meaning given to it by Section 995 of the Income Tax Act 2007.


 


		7.2	Exchange
                                         of Awards on a Takeover



 


If
an Award is to be exchanged, the following provisions will apply:


 


		7.2.1	The
                                         new award will be in respect of shares in any body corporate determined by the company
                                         offering the exchange.



 


		7.2.2	The
                                         new award shall have equivalent terms to those of the Award that was exchanged.



 


		7.2.3	The
                                         new award will be treated as having been acquired at the same time as the Award that
                                         was exchanged and will Vest in the same manner and at the same time.



 


		7.2.4	The
                                         new award will be subject to the rules as they last had effect in relation to the Award
                                         that was exchanged.



 


		7.2.5	With
                                         effect from the exchange, the rules will be construed in relation to the new award as
                                         if references to Shares were references to the shares over which the new award is granted
                                         and references to the Company were references to the body corporate determined under
                                         rule 7.2.1.



 


		7.3	Demergers
                                         or other corporate events



 


If
the Committee becomes aware that the Company is or is expected to be affected by any variation in share capital, demerger, distribution
(other than an ordinary dividend) or other transaction (other than a Takeover) which, in the opinion of the Committee could affect
the current or future value of Shares, the Committee may allow Awards to Vest in whole or in part, subject to any conditions the
Committee may decide to impose, or may require them to be exchanged under rule 7.2.


 


		7.4	Rights
                                         issues and changes in share capital



 


If
there is:


 


		7.4.1	a
                                         variation in the equity share capital of the Company, including a capitalisation or rights
                                         issue, sub-division, consolidation or reduction of share capital;



 






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		7.4.2	a
                                         demerger (in whatever form) or exempt distribution by virtue of Section 1075 of the Corporation
                                         Tax Act 2010;



 


		7.4.3	a
                                         special dividend or distribution, or



 


		7.4.4	any
                                         other corporate event which might affect the current or future value of any Award,



 


the
Committee may adjust the number or class of Shares or the identity of the securities subject to the Award in such manner as it
see fit.


 


		7.5	Committee



 


In
this rule 7, “Committee” means those people who were members of the Committee immediately before the event
by virtue of which this rule applies.


 


		8	Tax



 


The
Participant will be responsible for all taxes, social security contributions or other levies arising in connection with an Award
and will, if required to do so, agree the transfer of liability for employer social security contributions to him.


 


The
Company, any employing company or trustee of any employee benefit trust, will withhold any amounts or make such arrangements as
it considers necessary to meet any liability it has to pay or account for any such taxation or social security contributions or
other levies. These arrangements may include the sale of or reduction in number of Shares to which a Participant would otherwise
be entitled or the deduction of the amount of the liability from any cash amount payable to the Participant under the Plan or
otherwise.


 


The
Participant will promptly do all things necessary to facilitate such arrangements and, notwithstanding anything to the contrary
in the Plan, Vesting or the issue or transfer of Shares may be delayed until he does so.


 


		9	General
                                         Terms



 


		9.1	Source
                                         of Shares



 


Awards
may be satisfied with newly issued Shares, treasury Shares or Shares purchased in the market in conjunction with an employee benefit
trust.


 


		9.2	Limits
                                         on use of new issue and treasury shares



 


The
number of Shares which may be allocated under the Plan on any day will not exceed 10% of the ordinary share capital of the Company
in issue immediately before that day, when added to the total number of Shares which have been allocated in the previous 10 years
under the Plan and any other employee share scheme adopted by the Company.


 


The
number of Shares which may be allocated under the Plan on any day will not exceed 5% of the ordinary share capital of the Company
in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years
under the Plan and any other discretionary share scheme adopted by the Company.


 


“Allocate”
means granting a right to acquire unissued Shares or the issue and allotment of Shares. Rights which have lapsed or been surrendered
will not count towards these limits.


 






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For
so long as recommended by the Investment Association, the transfer of treasury Shares shall be treated as the issue of new Shares
for the purposes of this limit.


 


		9.3	Transfer
                                         of Awards



 


A
Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. This rule 9.3 does not apply
to the transmission of an Award on the death of a Participant to his personal representatives.


 


		9.4	Company
                                         Documents



 


The
Company is not required to send to any Participant a copy of any documents which the Company is required to send to its shareholders.


 


		9.5	Discretionary
                                         nature of the Plan



 


		9.5.1	Nothing
                                         in this Plan or the operation of the Plan will form part of the contract of employment
                                         or other relationship between any Member of the Group and any employee, Participant or
                                         any other person (“Employee”).



 


		9.5.2	The
                                         fact that one or more Awards have been made or offered to an Employee does not create
                                         any right to, or expectation of, continued employment.



 


		9.5.3	No
                                         Employee is entitled to participate in, or be considered for participation in, the Plan
                                         at all or at a particular level or to be granted an annual bonus. The payment of an annual
                                         bonus or the grant of Awards on any particular basis in one or over any number of years
                                         does not imply any right to be paid an annual bonus or be granted or considered for Awards
                                         on that or any other basis in any other year.



 


		9.5.4	The
                                         terms of the Plan do not entitle the Employee to the exercise of any discretion in his
                                         favour.



 


		9.5.5	No
                                         Employee will have any right to compensation or damages or any other sum or benefit in
                                         respect of the Plan, including, without limitation, in relation to:



 


		(i)	his
                                         eligibility to participate, or ceasing to be eligible to participate, or ceasing to participate
                                         in the Plan;



 


		(ii)	any
                                         exercise of a discretion or a decision taken in relation to the Plan or the Plan’s
                                         operation (whether or not this disadvantages the Employee concerned and including, without
                                         limitation, the exercise of any discretion under rule 5); and



 


		(iii)	any
                                         loss or reduction of any rights or expectations under the Plan in any circumstances or
                                         for any reason (including lawful or unlawful termination of employment or the employment
                                         relationship).



 


		9.5.6	Participation
                                         in the Plan is permitted only on the basis that any rights that are not expressly set
                                         out in this Plan, or any applicable schedule, are excluded. Each Participant will be
                                         required to waive any such excluded rights in consideration for, and as a condition to,
                                         participating in the Plan.



 






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		9.5.7	Nothing
                                         in this Plan confers any benefit, right or expectation on a person who is not an Employee.
                                         No such third party will have any rights under the Contracts (Rights of Third Parties)
                                         Act 1999 to enforce any term of this Plan. But this does not affect any other right or
                                         remedy of a third party which exists or is available.



 


		9.5.8	For
                                         the avoidance of doubt, this rule applies throughout the employment of any Employee,
                                         after the termination of the employment, and during any period when the Employee has
                                         given or received notice to terminate his employment (whether such termination is lawful
                                         or unlawful).



 


		9.6	Committee’s
                                         decisions final and binding



 


The
decision of the Committee in connection with any interpretation of the rules of the Plan or in any dispute relating to any matter
relating to the Plan will be final and conclusive.


 


		9.7	Regulations



 


The
Committee has power from time to time to make or vary regulations for the administration and operation of the Plan.


 


		9.8	Awards
                                         non-pensionable



 


Awards
do not form part of a Participant’s remuneration for the purpose of determining entitlement to any benefit of employment
including any pension or retirement benefit, life assurance, permanent health insurance or other similar benefit, whether existing
or subsequently introduced.


 


		9.9	Consents



 


All
issues or transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time
being in force and it will be the Participant’s responsibility to comply with any requirements to be fulfilled in order
to obtain or obviate the necessity for any such consent.


 


		9.10	Notices



 


Any
notice or other document which has to be given to a Participant under or in connection with the Plan may be delivered or sent
by post to him at his home address according to the records of his employing company or sent by e-mail or fax to any e-mail address
or fax number which according to the records of his employing company is used by him, or in either case such other address which
the Company considers appropriate.


 


Any
notice or other document which has to be given to the Company or other duly appointed agent under or in connection with the Plan
may be delivered or sent by post to it at its respective registered office (or such other place as the Committee or duly appointed
agent may from time to time decide and notify to Participants) or sent by e-mail or fax to any e-mail address or fax number notified
to the sender.


 


Notices
sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant
who is working outside the United Kingdom and outside the United States of America will be deemed to have been given on the seventh
day after the date of posting.


 






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Notices
sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.


 


		9.11	Data
                                         protection



 


By
participating in the Plan each Participant consents to the holding and processing of personal data provided by such Participant
to the Company, any Member of the Group and any other persons or entities for all purposes relating to the operation of the Plan.
These include, but are not limited to:


 


		9.11.1	administering
                                         and maintaining the Participant’s records;



 


		9.11.2	providing
                                         information to trustees of any employee benefit trust, registrars, brokers or third party
                                         administrators of the Plan;



 


		9.11.3	providing
                                         information to future purchasers of the Company or the business in which the Participant
                                         works; and



 


		9.11.4	transferring
                                         information about the Participant to any country or territory (including outside the
                                         European Economic Area).



 


		10	Amendment
                                         and termination of the Plan



 


		10.1	Directors’
                                         powers



 


Except
as described in the rest of this rule 10, the Committee may at any time change the Plan in any way. Changes may affect Awards
already granted.


 


		10.2	Shareholder
                                         approval



 


		10.2.1	Except
                                         as described in rule 10.2.2, the Company in general meeting must approve in advance by
                                         ordinary resolution any proposed change to the Plan to the advantage of present or future
                                         Participants, which relates to:



 


		(i)	the
                                         persons to or for whom Shares may be provided under the Plan;



 


		(ii)	the
                                         limits on the number of Shares which may be issued under the Plan;



 


		(iii)	the
                                         individual limit for any Participant under the Plan;



 


		(iv)	the
                                         basis for determining a Participant’s entitlement to, and terms of, securities,
                                         cash or other benefits under the Plan and for the adjustment thereof in the event of
                                         a capitalisation issue, rights issue or open offer, sub-division or consolidation of
                                         shares or reduction or any other variation of capital of the Company; or



 


		(v)	the
                                         terms of this rule 10.2.1.



 


		10.2.2	The
                                         Committee can change the Plan and the adjustment thereof and need not obtain the approval
                                         of the Company in general meeting for any minor changes:



 


		(i)	to
                                         benefit the administration of the Plan;



 


		(ii)	to
                                         comply with or take account of the provisions of any proposed or existing legislation;



 


		(iii)	to
                                         take account of any changes to legislation; or



 






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		(iv)	to
                                         obtain or maintain favourable tax, exchange control or regulatory treatment of the Company,
                                         any Subsidiary or any present or future Participant.



 


		10.3	Notice



 


The
Committee is not required to give notice of any changes made to any Participant affected.


 


		10.4	Termination
                                         of the Plan



 


The
Committee may terminate the Plan at any time but it will terminate automatically on 3 May 2027. The termination of the Plan will
not affect existing Awards.


 


		11	Governing
                                         Law



 


The
Plan will be governed by and construed in accordance with English law. Any Member of the Group and all Participants shall submit
to the exclusive jurisdiction of the English Courts as regards any matter arising under the Plan.


 




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Schedule
1

United States


 


		1	Application
                                         of Schedule



 


The
rules of this Schedule are made under and amend and supplement (as applicable) the terms of the Plan and any related Schedules.
The rules of this Schedule apply to those Participants who are employees of a Member of the Group subject to US taxation (“US
Participants”). In the event of any conflict, this Schedule shall override or modify (as applicable) the rules of the Plan
and/or any other applicable Schedule.


 


		2	Definitions



 


The
words and expressions used in this Schedule which have capital letters have the same meaning as they have in the rules of the
Plan and/or any other applicable Schedule unless modified by this Schedule.


 


		3	Dividend
                                         Equivalents



 


If
an Award carries Dividend Equivalents, with effect from the payment date of each ordinary dividend declared on Shares between
the Award Date and the date an Award is paid, the number of Shares subject to the Award will be increased by the number of Shares
which could be bought with the amount of the dividend payable on that number of Shares (including any previously added under this
rule 3) on the basis of the Market Value of a Share on the payment date of such dividend.


 


		4	Vesting
                                         of Awards



 


Subject
to rule 5 of the Plan and rules 5 and 6 of this Schedule, on the date immediately following the Vesting Date determined by the
Committee on the Award Date and set out in the deed of award (or as soon as reasonably practicable thereafter, but in any event
no later than the date on which the Short Term Deferral Period expires) (the “Payment Date”), the number of Shares
in respect of an Award will be issued or transferred to the Participant. The Committee may decide to satisfy an Award by paying
to the Participant an amount of cash equal to the Market Value of the number of Shares which would otherwise be issued or transferred
on the Payment Date. Awards made under this Schedule 1 are intended to comply with Section 409A of the US Internal Revenue Code
of 1986, as amended (“Code”).


 


		5	Leaving
                                         Employment



 


		5.1	Subject
                                         to rule 5.2 and 7 of this Schedule, and notwithstanding rule 6.1 of the Plan, if a Termination
                                         of Employment occurs before the Payment Date, the number of Shares in respect of an Award
                                         will be issued or transferred to the Participant on the date set out in the deed of award
                                         and communicated to the Participant (or as soon as reasonably practicable thereafter,
                                         but in any event no later than the date on which the Short Term Deferral Period expires).
                                         For purposes of this Schedule, “Termination of Employment” means any cessation
                                         of a Participant’s employment by a Member of the Group that constitutes a “separation
                                         from service” within the meaning of US Treas. Reg. 1.409A-1(h).



 


		5.2	Subject
                                         to rule 7 of this Schedule, if a Participant’s Termination of Employment is other
                                         than in the circumstances where his Award will lapse under rule 6.1.2 of the Plan, the
                                         number of Shares in respect of an Award will be issued or transferred to the Participant
                                         on the date set out in the deed of award and communicated to the Participant (or as soon
                                         as reasonably practicable thereafter, but in any event no later than the date on which
                                         the Short Term Deferral Period expires).



 






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		6	Takeover
                                         



 


Rules
7.1 through 7.3 of the Plan shall not apply to US Participants. If a Takeover constitutes, within the meaning of US Treas. Reg.
1.409A-3(i)(5), a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion
of the assets of the Company, upon such Takeover (or as soon as reasonably practicable thereafter, but in any event no later than
the date on which the Short Term Deferral Period expires), the number of Shares in respect of an Award will be issued or transferred
to the Participant.


 


		7	Specified
                                         Employees



 


To
the extent compliance with the requirements of US Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary
to avoid the application of an additional tax under Section 409A of the Code to payments due to the Participant upon or following
his Termination of Employment, then notwithstanding any other provision of the Plan or this Schedule (or any otherwise applicable
plan, policy, deed, agreement or arrangement), any such payments that are otherwise due within six months following the Participant’s
Termination of Employment will be deferred (without interest) and paid to the Participant in a lump sum immediately following
that six month period.


 






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