GlaxoSmithKline plc S-8


 


Exhibit 4.11


 


GLAXOSMITHKLINE PLC


 


RULES
OF THE GLAXOSMITHKLINE 2017


PERFORMANCE SHARE 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:
        01/140/N Sharpe
	 



 





     


     


    

 


Table
of Contents


 


	Contents	Page
	 	 	 
	1	Meaning
    of words used	1
	 	 	 
	2	Granting
    Awards	2
	 	 	 
	3	Dividends
    and dividend equivalents	4
	 	 	 
	4	Vesting
    of Awards	5
	 	 	 
	5	Malus
    and Clawback	6
	 	 	 
	6	Leaving
    employment	7
	 	 	 
	7	Corporate
    Events	8
	 	 	 
	8	Tax	10
	 	 	 
	9	General
    Terms	10
	 	 	 
	10	Amendment
    and termination of the Plan	13
	 	 	 
	11	Governing
    Law	14
	 	 	 
	Schedule
    1 United States	15
	 	 
	Schedule
    2 United States – Awards to CIA covered executives (Section 409A Compliant Awards)	22
	 	 
	Schedule
    3 Switzerland	25



 






     


     


    

 


	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);


 


“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;


 


“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;


 


“Holding
Period” means, in relation to an Award, the period of two years from the date on which the Performance Condition is
determined or such other period as the Committee decides on or before the Award Date;


 


“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;


 


“Performance
Condition” means a condition to the Vesting of an Award imposed under Rule 2.4;


 


“Performance
Period” means the period over which the Performance Condition is tested;


 


“Plan”
means this plan known as “The GlaxoSmithKline 2017 Performance Share Plan” as amended from time to time;


 





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


 


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


 


“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. However,
except in exceptional circumstances, the Committee may not select a person who has given or received notice terminating their
employment.


 


	2.2	Things
                                         to be decided when an Award is granted



 


When
granting an Award the Committee will decide:


 


		2.2.1	the
                                         number of Shares subject to the Award;



 


		2.2.2	the
                                         Vesting Date or Vesting Dates;



 


		2.2.3	the
                                         terms of the Performance Condition and any other 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 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
                                         the Award will be subject to a Holding Period and, if so, the duration of that Holding
                                         Period if it is to be different to the default period and whether the Vesting Date of
                                         the Award will be immediately before the Holding Period (see Rule 4.7);



 


		2.2.7	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); and



 


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



 






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	2.3	Individual
                                         limits



 


For
an executive director of the Company, the Market Value, on the Award Date, of Shares subject to Awards granted to any such individual
in respect of any financial year will not be more than the relevant limit set out in the Directors’ Remuneration Policy
(required pursuant to section 420 of the Companies Act 2006) in force on the Award Date.


 


This
limit will exclude any Shares which become subject to the Award in connection with Dividend Equivalents or which are subject to
the Award in order to compensate the Participant for having agreed to pay or repay any employer social security liability.


 


	2.4	Performance
                                         Conditions



 


When
granting an Award, the Committee shall make its Vesting conditional on the satisfaction of one or more conditions determined by
it. Such Performance Conditions, in relation to Awards made to Executives, will normally be tested over at least three financial
years of the Company and may, in all cases, provide that the Award will lapse to the extent it is not satisfied.


 


The
Committee may make the Vesting of an Award conditional upon the satisfaction of any other condition but, unless the Committee
decides otherwise, this will not form part of the Performance Condition. The condition may provide that the Award will lapse to
the extent it is not satisfied.


 


The
Committee may change a Performance Condition or any other condition if there is a situation which causes it to consider that a
changed performance condition would be a fairer measure of performance.


 


	2.5	Timing
                                         of Awards



 


Awards
may not be granted at any time after 3 May 2027.


 


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


 


		2.5.1	the
                                         date of approval of the Plan by shareholders; or



 


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



 


		2.5.3	any
                                         day on which the Committee resolves that exceptional circumstances exist which justify
                                         the grant of Awards (which may include the grant of an Award to a person who started
                                         employment after the normal time for grants); or



 


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



 


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



 


	2.6	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.


 





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	2.7	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) 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



 


		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.


 





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	4	Vesting
                                         of Awards



 


	4.1	Normal
                                         Vesting



 


Subject
to Rules, 4.6, 5, 6 and 7 and any Performance Condition, 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) or, if later, on the date or dates on which the extent to which
the Performance Condition is satisfied has been determined.


 


	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 Committee 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.


 


	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 following 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.


 





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	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.



 


	4.7	Holding
                                         Period



 


Where
an Award is subject to a Holding Period, the Vesting Date will, subject to Rules 4.6, 5, 6 and 7, be the day after the end of
the Holding Period but the Committee may decide on or before the Award Date that the Vesting Date will, subject to Rules 4.6,
5, 6 and 7, be the day before the start of the Holding Period and that some or all of the Shares in respect of which the Award
Vests will be held in such manner and on such terms as it considers appropriate for the duration of the Holding Period.


 


Where
an Award has a Vesting Date before the start of the Holding Period then the Holding Period will expire early in circumstances
where the Award would have Vested under Rules 5, 6 or 7 if it had been granted with a Vesting Date after the end of the Holding
Period.


 


	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;



 


		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).



 






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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	Unless
                                         Rule 6.2 or 6.3 applies, an Award which has not Vested will lapse on the date the Participant
                                         leaves employment.



 


		6.1.2	The
                                         Committee may decide that an Award which has not Vested will lapse on the date on which
                                         the Participant gives or receives notice of termination of his employment with any Member
                                         of the Group, (whether or not such termination is lawful) unless the reason for giving
                                         or receiving notice is one listed in Rule 6.2 below.



 


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



 


		6.1.4	If
                                         a Participant holding a Nil-Cost Option which is already exercisable 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 6.1.4 will apply,



 


then
his Nil-Cost Option will lapse on the date he leaves employment.


 


	6.2	Leaving
                                         in special circumstances



 


If
a Participant leaves employment because of:


 


		6.2.1	death;
                                         or



 


		6.2.2	redundancy;
                                         or



 


		6.2.3	retirement
                                         with the agreement of the Participant’s employer; or



 


		6.2.4	ill-health,
                                         injury or disability; or



 


		6.2.5	his
                                         employing company ceasing to be a Member of the Group; or



 


		6.2.6	the
                                         business in which he works being transferred to a person which is not a Member of the
                                         Group, or



 






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		6.2.7	any
                                         other reason if the Committee so decides,



 


the
Committee will decide whether:


 


		(i)	his
                                         Award will continue in effect and will Vest in accordance with the rules and to the extent
                                         that the Performance Condition is satisfied; or



 


		(ii)	his
                                         Award will Vest on cessation or such other date as the Committee decides and to the extent
                                         that the Performance Condition is satisfied over such period as the Committee determines



 


and
in either case the Committee will adjust the number of Shares in respect of which it Vests to take account of the unexpired portion
of the Performance Period when the Participant left employment unless the Committee decides not to make such adjustment or apply
the adjustment on a different basis.


 


A
Nil-Cost Option that 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.


 


	6.3	Leaving
                                         during a Holding Period



 


If
a Participant leaves employment during a Holding Period and his Award would normally Vest at the end of the Holding Period then
the Award will not lapse under Rule 6.1.1 or 6.1.2 unless if he leaves:


 


		6.3.1	by
                                         reason of termination for gross misconduct; or



 


		6.3.2	in
                                         circumstances where his employer is entitled to summarily terminate his employment and
                                         the Committee decides that this Rule 6.3.2 will apply,



 


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


 


If
a Participant’s Award Vested at the commencement of the Holding Period then the Shares subject to the Holding Period will
be forfeit in the circumstances described in Rule 6.3.1 and 6.3.2.


 


	6.4	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. The Committee will decide the extent to which each Award
will Vest taking account of performance to the date of the Takeover. Unless the Committee decides otherwise, the number of Shares
in respect of which it Vests shall be adjusted to take account of the unexpired portion of the Performance Period on the date
of the Takeover.


 


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.


 





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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 will be subject to such performance conditions as the Committee considers appropriate
                                         and will otherwise 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;



 


		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



 






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		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 per cent 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 per cent 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.


 


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.


 





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	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. The grant of Awards on any particular basis in one or
                                         over any number of years does not imply any right to 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.



 


		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).



 






    11 


     


    

 


	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, including,
among others, for reason to comply with applicable tax law and administrative practice of local tax authorities.


 


	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, such 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.


 


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.


 





    12 


     


    

 


	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 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 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



 


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



 


or
for any change to a Performance Condition authorised by Rule 2.4.


 


	10.3	Notice



 


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


 





    13 


     


    

 


	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.


 





    14 


     


    

 


Schedule
1


United
States


 


Part
I


 


Section
409A Exempt Awards


 


	1	Application
                                         of Schedule 1



 


The
rules of this Schedule 1 are made under and amend and supplement (as applicable) the terms of the Plan. The rules of this Schedule
1 apply to Awards made to those Participants who are Group Company employees subject to US taxation (“US Participants”)
and where such Awards are not granted under Schedule 2. In the event of any conflict, this Schedule shall override or modify (as
applicable) the rules of the Plan. For the avoidance of doubt, all Awards made to US Participants will be subject to this Schedule
1 unless specifically designated to be subject to Schedule 2 by the Committee on grant.


 


	2	Definitions



 


The
words and expressions used in this Schedule 1 which have capital letters have the same meaning as they have in the rules of the
Plan unless modified by this Schedule.


 


	3	Takeover



 


A
decision of the Committee to allow Participants to choose Vesting or exchange upon a Takeover (as described in rule 7.1 of the
Plan) will only be applicable to a US Participant to the extent it will not cause adverse tax consequences under section 409A
of the US Internal Revenue Code of 1986, as amended (the “Code”).


 


	4	Termination
                                         and Amendment



 


The
Committee may amend or terminate this Schedule at any time.


 


	5	Successors
                                         and Assigns



 


The
terms of this Schedule shall be binding upon and inure to the benefit of the Company and its successors and assigns.


 


Part
II


 


Terms
of US Deferral Elections


 


	1	Application
                                         of Part II of this Schedule



 


Part
II of this Schedule provides a mechanism for US Participants to make Deferral Elections with respect to Conditional Awards and
is intended to ensure that any Deferral Elections made by US Participants comply with section 409A of the Code.


 


For
the avoidance of doubt, in order to be eligible to make a Deferral Election with respect to a Conditional Award, a US Participant
must be invited to do so by the Committee. An invitation to make a Deferral Election with respect to a particular Conditional
Award (or portion thereof) does not automatically entitle the US Participant to make a Deferral Election in a subsequent period.
Notwithstanding anything to the contrary, the Committee retains sole and absolute discretion to (i) suspend the ability to make
a Deferral Election with respect to Conditional Awards at any time and (ii) accelerate payments prior to the end of the Deferral
Period to the extent permissible under US Treasury Regulation §1.409A-3(j)(4) or any successor regulation.


 






    15 


     


    

 


	2	Definitions



 


“Deferral
Election” means a written (electronically or in hard copy) election pursuant to which a US Participant elects to defer
the receipt of Shares associated with a Conditional Award (including, if applicable, any Shares attributable to Dividend Equivalents
credited pursuant to rule 3.2 of the Plan and Deferred Dividend Equivalents credited pursuant to rule 3.3 of Part II of this Schedule)
for the Deferral Period, subject to the terms and conditions of this Schedule;


 


“Deferred
Amount” means any Conditional Award (or portion thereof) deferred by a US Participant pursuant to a valid Deferral Election;


 


“Deferred
Dividend Equivalents” means a right to cash or Shares as described in rule 3.3 of Part II of this Schedule;


 


“Deferral
Period” means a period beginning on the Vesting Date and ending on the earlier of the date specified by a US
Participant on his or her Deferral Election form or the date resulting from the application of rule 5 of Part II of this Schedule;


 


“Disability”
means the affected US Participant:


 


		(i)	is
                                         unable to engage in any substantial gainful activity by reason of any medically determinable
                                         physical or mental impairment that can be expected to result in death or can be expected
                                         to last for a continuous period of not less than 12 months; or



 


		(ii)	is,
                                         by reason of any medically determinable physical or mental impairment that can be expected
                                         to result in death or can be expected to last for a continuous period of not less than
                                         12 months, receiving income replacement benefits for a period of not less than three
                                         months under an accident and health plan covering employees of the Company;



 


“Election
Date” means a date at least six (6) months prior to the end of the applicable Performance Period which has been designated
by the Committee as the last date as of which a Deferral Election becomes irrevocable; provided that the Committee may
in its sole and absolute discretion reduce the foregoing 6-month requirement with respect to one or more US Participants to the
extent permissible under US Treasury Regulation §1.409A-2 or any successor regulation;


 


“Group
Company” means any Member of the Group and “Group Companies” means all Members of the Group;


 


“Termination”
means a US Participant’s employment with the Group Companies completely ceases and no further services will be performed
by the US Participant for the Group Companies or a US Participant’s services will permanently decrease to no more than 20
per cent of the average level of services performed by the US Participant over the immediately preceding 36-month period (or shorter
period, if applicable); provided that such change in employment status constitutes a “separation from service”
within the meaning of US Treasury Regulation §1.409A-1(h) or any successor regulation;





 






    16 


     


    

 


“Termination
Date” means the date as of which a Termination occurs; and


 


“Unforeseeable
Emergency” means a severe financial hardship to a US Participant resulting from an illness or accident of the US Participant,
the US Participant’s spouse or a dependent (as defined in section 152(a) of the Code) of the US Participant, loss of the
US Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the US Participant.


 


	3	Deferral
                                         Election



 


	3.1	Invitation



 


If
the Committee determines to permit Deferral Elections with respect to a Conditional Award (or portion thereof) then, prior to
the Election Date, the Committee will send each selected US Participant a written invitation (electronically or in hard copy)
to make a Deferral Election, together with a Deferral Election form. The invitation will state:


 


		3.1.1	the
                                         Conditional Award (or portion thereof) to which the Deferral Election relates;



 


		3.1.2	the
                                         period(s) over which the Conditional Awards may be deferred;



 


		3.1.3	whether
                                         any minimum deferral periods apply;



 


		3.1.4	the
                                         time and manner in which Deferral Elections must be completed and returned;



 


		3.1.5	the
                                         Election Date; and



 


		3.1.6	such
                                         other terms and conditions as the Committee may deem necessary or advisable and that
                                         are not inconsistent with the Plan or this Schedule.



 


	3.2	Election



 


Each
US Participant shall have the ability to defer the receipt of the Shares associated with a Conditional Award (or portion thereof)
by properly completing and timely delivering a Deferral Election, on the form, in the manner and subject to the rules prescribed
by the Committee from time to time. If a Deferral Election is made, it must be made with respect to all the Shares pursuant to
which the Deferral Election is offered.


 


	3.3	Deferred
                                         Dividend Equivalents; Fractional Deferred Dividend Equivalents



 


		3.3.1	Unless
                                         the Committee decides otherwise, with effect from the payment date of each ordinary dividend
                                         declared on Shares during the Deferral Period, the number of Shares subject to the Deferred
                                         Amount 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 3.3) on the basis of the “market value” (as defined in rule 3.2
                                         of the Plan) of a Share on the dividend payment date. For the avoidance of doubt, the
                                         amount of a dividend, for these purposes, does not include the tax credit.



 


		3.3.2	Any
                                         fractional Share resulting from the crediting of Deferred Dividend Equivalents during
                                         the Deferral Period will be aggregated as of the end of the Deferral Period, and rounded
                                         down to the nearest whole Share; provided that, prior to the applicable Election
                                         Date, the Committee may in its sole and absolute discretion specify an alternative treatment
                                         for fractional Shares (including, without limitation, cancellation without consideration).



 






    17 


     


    

 


	3.4	Subsequent
                                         Changes in Deferral Elections



 


The
Committee may in its sole and absolute discretion enable any or all US Participants to make subsequent changes to prior Deferral
Elections in a manner consistent with US Treasury Regulation §1.409A-2(b) or any successor regulation.


 


	3.5	Effect
                                         of Failure of Vesting to Occur



 


A
Deferral Election shall be null and void with respect to any portion of a Conditional Award for which a Vesting Date does not
occur.


 


	4	Payment



 


	4.1	Payment
                                         in Shares



 


All
payments under this Schedule shall be in Shares; provided that the Committee may, from time to time, in its sole and absolute
discretion pay cash in lieu of delivering Shares (calculated at the Market Value as of the end of the applicable Deferral Period)
with respect to any or all US Participants. No US Participant is entitled to demand any particular form of payment.


 


	4.2	Timing
                                         and Amount of Payment



 


Subject
to rules 4.1 and 6 of Part II of this Schedule, on or before the later of (i) December 31st of the year in which the Deferral
Period ends or (ii) the 15th day of the third calendar month following the date on which the Deferral Period ends,
the Company shall transfer to each US Participant a number of Shares equal to the number of Shares that Vested on the Vesting
Date of the associated Conditional Award (including any Shares attributable to Dividend Equivalents credited pursuant to rule
3.2 of the Plan), plus the number of Shares attributable to Deferred Dividend Equivalents credited pursuant to rule 3.3 of Part
II of this Schedule. For the avoidance of doubt, a US Participant is not permitted, directly or indirectly, to designate the taxable
year of payment.


 


	4.3	No
                                         Interest or Dividend Equivalents Pending Transfer of Shares



 


No
US Participant is entitled to receive interest, dividend equivalents or other time-value-of-money compensation with respect to
the time period between the date the Deferral Period ends and the date the relevant Shares are transferred to the US Participant.


 


	5	Special
                                         Rule in connection with a Termination



 


In
connection with a US Participant’s Termination, the Deferral Period will end six-months (or such longer period determined
on the Award Date) after the Termination Date; provided that, prior to the applicable Election Date, the Committee may
in its sole and absolute discretion waive the foregoing requirement with respect to any or all US Participants (other than
a US Participant who is a “specified employee” (within the meaning of US Treasury Regulation §1.409a-3(i)
or any successor regulation) for whom such waiver is not permissible under section 409A).


 






    18 


     


    

 


If
Termination is on account of the death of a US Participant, any Shares subject to a Deferral Election under this Schedule shall
be distributed to the beneficiary or beneficiaries designated by the US Participant in the applicable beneficiary designation
form. A US Participant may amend a beneficiary designation at any time by filing a new form pursuant to procedures established
by the Company from time to time. If a US Participant has not made an effective beneficiary designation, or if the beneficiary
predeceases the US Participant, the US Participant’s designated beneficiary shall be the US Participant’s estate.


 


	6	Emergency
                                         Benefit



 


Notwithstanding
a US Participant’s Deferral Election, in the event the Committee, upon written request of a US Participant, determines in
its sole and absolute discretion that a US Participant has suffered an Unforeseeable Emergency, the Deferred Amount necessary
to meet the Unforeseeable Emergency shall be transferred, subject to any withholding tax under rule 9 of Part II of this Schedule,
as soon as administratively practicable following such determination.


 


	7	Dealing
                                         Restrictions



 


Notwithstanding
the provisions of this Schedule, no transfer of Shares (or any cash payment in respect of Shares) shall be made by the Company
if the Committee reasonably anticipates that such transfer will violate Dealing Restrictions. If the transfer of a Deferred Amount
is delayed under this rule 7, the transfer shall occur at the earliest date at which the Committee reasonably anticipates that
the transfer will not violate Dealing Restrictions.


 


	8	Fully
                                         Vested in Deferred Amounts



 


US
Participants shall be fully vested in their Deferred Amounts at all times.


 


	9	Withholding
                                         Tax



 


As
a condition to any deferral, payment or distribution pursuant to this Schedule, the Company may require a US Participant to pay
such sum to the Company or any other Group Company as may be necessary to discharge its obligations with respect to any taxes,
assessments or other governmental charges imposed on property or income received by the US Participant under the Plan or this
Schedule. In the discretion of the Company, the Company may deduct or withhold such sum from any distribution to the US Participant
or satisfy such obligation by selling Shares that would otherwise be deferred or distributed to the US Participant. If the withholding
tax obligation arises before the time of any distribution, the Company may, in its discretion, offset the US Participant’s
benefit in accordance with US Treasury Regulation §1.409A-3(j) or any successor regulation.


 


	10	Deferral
                                         Unfunded; Nonalienation of Benefits; Not a Pension Plan



 


	10.1	The
                                         deferred compensation arrangement provided for in Part II of this Schedule is intended
                                         to be “unfunded” for purposes of US federal income tax and the Deferred Amounts
                                         shall represent at all times unfunded and unsecured contractual obligations of the Company.
                                         US Participants shall be unsecured creditors of the Company with respect to all obligations
                                         owed to any of them under this Schedule. Amounts payable under this Schedule shall be
                                         satisfied solely out of the general assets of the Company subject to the claims of its
                                         creditors, and US Participants shall not have any interest in any fund or in any specific
                                         asset of the Company of any kind by reason of any amount credited to US Participants
                                         under this Schedule, nor shall the US Participants or any other person have any right
                                         to receive any distribution under this Schedule except as, and to the extent, expressly
                                         provided in this Schedule. No provision in this Schedule shall create or be construed
                                         to create any claim, right or cause of action against the Company or any other Group
                                         Company, or against any of such entities’ employees, officers, directors, agents,
                                         shareholders, members, partners or affiliates arising from any diminution in value of
                                         the Shares.



 






    19 


     


    

 


	10.2	Except
                                         as expressly provided herein, no US Participant, or any beneficiary thereof, shall have
                                         the power or right to transfer (otherwise than by will or the laws of decent and distribution),
                                         alienate, or otherwise encumber such US Participant’s or beneficiary’s interest
                                         under the Plan. Except as required by law, a US Participant’s or beneficiary’s
                                         interest under the Plan is not assignable or transferable pursuant to a domestic relations
                                         order. The provisions of the Plan shall inure to the benefit of each US Participant,
                                         and the US Participant’s beneficiaries, heirs, executors, administrators, or successors
                                         in interest.



 


	10.3	For
                                         the avoidance of doubt, the deferred compensation arrangement provided for in Part II
                                         of this Schedule is not intended to be a qualified retirement plan under section 401(a)
                                         of the Code, and it is the intent of the Company that the Plan and this Schedule be considered
                                         and interpreted in all respects as part of a bonus plan within the meaning of US Department
                                         of Labor Regulations §2510.3-2(c) and not as a pension plan under the Employee Retirement
                                         Income Security Act of 1974, as amended (“ERISA”). If and to the extent
                                         that any portion of the Plan and/or this Schedule is determined to be an employee pension
                                         plan subject to ERISA, then that portion will be considered a separate plan for such
                                         individuals for whom this is deemed to be a pension plan. In such case, such portion
                                         of the Plan and/or this Schedule shall not be subject to the provisions of ERISA other
                                         than the administration and enforcement provisions of Part 5 of Title I of ERISA and
                                         the requirement of providing plan documents to the Secretary of Labor upon request pursuant
                                         to section 104(a)(6) of ERISA. The Plan and this Schedule in such case shall be considered
                                         to be unfunded and maintained primarily for the purpose of providing deferred compensation
                                         for a select group of management or highly compensated employees.



 


	11	Claims
                                         Procedure



 


	11.1	Claim



 


Any
person who believes that he is being denied a benefit relating to a US Participant to which he is entitled under Part II of this
Schedule (hereinafter referred to as a “Claimant”) may file a written request for such benefit with the Company’s
Executive Compensation Department or, if applicable, the committee designated by the Executive Compensation Department from time
to time for this purpose (the “Administrator”), setting forth the claim.


 


	11.2	Claim
                                         Decision



 


Upon
receipt of a claim, the Administrator shall advise the Claimant within ninety (90) days of receipt of the claim whether the claim
is denied. If special circumstances require more than ninety (90) days for processing, the Claimant will be notified in writing
within ninety (90) days of filing the claim that the Administrator requires up to an additional ninety (90) days to reply. The
notice will explain what special circumstances make an extension necessary and indicate the date a final decision is expected
to be made.


 






    20 


     


    

 


If
the claim is denied in whole or in part, the Claimant shall be provided a written opinion, using language calculated to be understood
by the Claimant, setting forth:


 


		(i)	The
                                         specific reason or reasons for such denial;



 


		(ii)	The
                                         specific reference to pertinent provisions of this Plan on which such denial is based;



 


		(iii)	A
                                         description of any additional material or information necessary for the Claimant to perfect
                                         the claim and an explanation of why such material or such information is necessary;



 


		(iv)	Appropriate
                                         information as to the steps to be taken if the Claimant wishes to submit the claim for
                                         review; and



 


		(v)	The
                                         time limits for requesting a review under rule 11.3 and for review under rule 11.4 hereof.



 


	11.3	Request
                                         for Review



 


Within
sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing
that the Administrator review its determination. The Claimant or the Claimant’s duly authorized representative may, but
need not, review the pertinent documents and submit issues, comments, documents or other information in writing for consideration
by the Administrator. If the Claimant does not request a review of the initial determination within such sixty (60) day period,
the Claimant shall be barred and estopped from challenging the determination.


 


	11.4	Review
                                         of Decision



 


Within
sixty (60) days after the Administrator’s receipt of a request for review, it will review the initial determination. After
considering all materials presented by the Claimant, the Administrator will render a written opinion, written in a manner calculated
to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the
pertinent provisions of the Plan and/or this Schedule on which the decision is based. If special circumstances require that the
sixty (60) day time period be extended, the Administrator will so notify the Claimant and will render the decision as soon as
possible, but no later than one hundred twenty (120) days after receipt of the request for review.


 





    21 


     


    

 


Schedule
2

United States – Awards to CIA covered executives

(Section 409A Compliant Awards)


 


	1	Application
                                         of Schedule 2 



 


The
rules of this Schedule 2 are made under and amend and supplement (as applicable) the terms of the Plan. The rules of this Schedule
2 apply to Awards made to Participants who are Group Company employees subject to US taxation (“US Participants”)
and where such Awards are designated by the Committee on grant to be subject to this Schedule 2.


 


For
the avoidance of doubt, Awards made to US Participants will be subject to this Schedule 2 only where so designated by the Committee
on the grant of the Awards. Where not so designated on grant, Awards to US Participants will generally be subject to Schedule
1.


 


	2	Rules
                                         of the Plan and definitions 



 


The
rules of the Plan will apply to grants made under this Schedule 2, as amended by the terms of this Schedule 2. The words and expressions
used in this Schedule 2 which have capital letters have the same meaning as they have in the rules of the Plan unless modified
by this Schedule 2.


 


In
the event of any conflict, this Schedule 2 shall override or modify (as applicable) the rules of the Plan and/or any other applicable
Schedule.


 


	3	Awards



 


Awards
shall not include any Nil-Cost Option due to concerns regarding compliance with Section 409A of the US Internal Revenue Code 1986,
as amended (the “Code”); however, an award of a Nil-Cost Option can be made in limited circumstances when the short-term
deferral exception under Section 409A applies.


 


	4	Settlement
                                         



 


Awards
subject to this Schedule 2 may only be satisfied with newly issued Shares, Shares transferred from treasury or Shares and/or cash
from a trust which satisfies the following characteristics:


 


		(i)	the
                                         assets of the trust shall be subject to the claims of the general creditors of the Company;



 


		(ii)	if
                                         at any time the trustee of the trust has determined that the Company is insolvent, the
                                         trustee shall discontinue payments to the US Participants or their beneficiaries and
                                         shall hold the assets of the trust for the benefit of general creditors of the Company;



 


		(iii)	the
                                         Committee shall have the duty to inform the trustee in writing of the Company’s
                                         insolvency. If a person claiming to be a creditor of the Company alleges in writing to
                                         the trustee that the Company has become insolvent, the trustee shall determine whether
                                         the Company is insolvent and, pending such determination, the trustee shall discontinue
                                         payment of benefits to the US Participants or their beneficiaries; and



 






    22 


     


    

 


		(iv)	the
                                         trust and the assets in such trust shall at all times be located in the United States
                                         and no assets shall be placed in a trust to the extent such set aside would trigger the
                                         application of Section 409A(b)(2) (relating to the employer’s financial health)
                                         or Section 409A(b)(3) (relating to treatment of employer’s defined benefit plan
                                         during restricted period) of the Code.



 


	5	Distribution



 


Until
the delivery of such Shares or cash, the rights of a US Participant with respect to an Award granted under this Schedule 2 shall
only be those of a general unsecured creditor of the Company.


 


The
Shares or cash underlying an Award granted to a US Participant under this Schedule 2 shall be distributed to that US Participant
only on one or more of the following events:


 


		(i)	the
                                         death of the US Participant;



 


		(ii)	a
                                         fixed date or dates as specified by the Committee;



 


		(iii)	a
                                         Takeover, provided that such Takeover is also a “change of control” as defined
                                         in Section 409A of the Code; and



 


		(iv)	one
                                         or more other events permitted under Section 409A of the Code as specified by the Committee.
                                         To the extent termination of employment is a payment event for an Award granted under
                                         this Schedule 2, such termination of employment shall only be a payment event if it is
                                         a “separation from service” (within the meaning of Treasury Regulation §1.409A-1(h))
                                         and any US Participant who is a “specified employee” (within the meaning
                                         of Treasury Regulation §1.409A-1(i)) shall not receive his Shares until the first
                                         day of the seventh month following his “separation from service.”



 


The
Committee shall inform the Participant of the applicable distribution events no later than on the Award Date or, if earlier, the
date that any US Participant obtains a legally binding right, whether or not contingent, to an Award under this Schedule 2. No
provision of this Schedule 2 or the Plan that accelerates or extends the period for making a distribution will apply to an Award
under this Schedule 2 except to the extent that such extension complies with Section 409A of the Code.


 


For
the avoidance of doubt, notwithstanding the foregoing, the Committee reserve the right to grant Awards to US Participants under
Schedule 1 whereby such Awards meet the “short-term deferral” exception (within the meaning of Treasury Regulation
§1.409A-1(b)(4)) from Section 409A of the Code.


 


	6	Taxes



 


All
income, social security or other taxes (excluding the employer portion of social security taxes) of any kind (including penalties
and interest) relating to the Awards made under this Schedule 2 will be borne by the US Participant. The Company or another Group
Company may withhold from any payment (including, to the extent permitted by law, any salary, bonus, commissions or any payment
of any kind otherwise due to the US Participant) or delivery of Shares any tax and social security that is required to be withheld
under any applicable law, rule or regulation. Awards under this Schedule 2 are intended to comply with Section 409A of the Code,
including by reason of awards qualifying under the short-term deferral exception under Section 409A.


 






    23 


     


    

 


	7	Termination
                                         and Amendment



 


The
Committee may amend or terminate this Schedule at any time.


 


	8	Successors
                                         and Assigns



 


The
terms of this Schedule shall be binding upon and inure to the benefit of the Company and its successors and assigns.


 






    24 


     


    

 


Schedule
3

Switzerland


 


The
rules of the Plan shall apply subject to the modifications contained in this Schedule 3 whenever the Committee decides to grant
an Award under this Schedule.


 


Blocked
Shares


 


This
Schedule 3 allows Shares received by a Participant on Vesting of a Conditional Award or exercise of a Nil-Cost Option1
to be Blocked Shares. The intention is that doing so will enable the Participants to benefit from favourable income tax
and social security treatment in Switzerland.


 


	1	Definitions



 


Terms
defined in the rules of the Plan have the same meaning when used in this Schedule and:


 


“Blocked
Shares” means Shares which are subject to this Schedule;


 


“Blocking
Period” means the period during which any Shares are Blocked Shares which will:


 


		(a)	begin
                                         on the date of Vesting of a Conditional Award, the date of exercise of a Nil-Cost Option;
                                         and



 


		(b)	end
                                         on the date determined under paragraph 10.2 of this Schedule or, if earlier, as described
                                         in paragraph 12.3 or 14.



 


“Blocked
Account” means an account established in respect of Blocked Shares pursuant to paragraph 9.


 


	2	Invitation
                                         to apply Blocking Period



 


	2.1	The
                                         Committee may, at any time before Vesting of an Award, invite any Participant (including
                                         one who has left employment and to whom rule 6.2 applies) to agree that some or all of
                                         the Shares he receives on Vesting, in the case of a Conditional Award, or exercise, in
                                         the case of a Nil-Cost Option will be Blocked Shares.



 


	2.2	The
                                         invitation will set out:



 


		2.2.1	the
                                         number or percentage of Shares which will be Blocked Shares;



 


		2.2.2	whether
                                         dividend reinvestment will apply to the Blocked Shares and, if so, whether the additional
                                         Shares (arising from the dividend reinvestment) will also be Blocked Shares; and



 


		2.2.3	the
                                         date on which the Blocking Period will normally end;



 


or
may permit the Participant to choose, subject to any maximum and/or minimum or other restrictions set by the Committee in the
invitation.


 





 



	1	Note
                                         that a ruling was sought from the Swiss tax authorities in mid-2015 on this schedule
                                         but that ruling did not extend to nil-cost options. Although the position should be similar,
                                         it should be checked with Swiss lawyers if it is intended to use this schedule for Shares
                                         received on exercise of a Nil-Cost Option.





 






    25 


     


    

 


	2.3	By
                                         accepting the invitation the Participant is deemed to have agreed to be bound by this
                                         Schedule as if he had signed it.



 


	2.4	The
                                         invitation may be withdrawn (or if already accepted by the Participant, cancelled) by
                                         the Company for any reason before the start of the Blocking Period.



 


	2.5	The
                                         invitation will be withdrawn (or if already accepted by the Participant, cancelled) if
                                         the Participant leaves employment (or gives or is given notice terminating his employment)
                                         after invitation but before the start of the Blocking Period other than for reasons set
                                         out in rule 6.2.



 


	2.6	If
                                         the Participant does not accept the invitation in such manner and by such date as the
                                         Committee may determine, or if the invitation is withdrawn or cancelled under paragraph
                                         10.4 or 10.5, Shares will be issued or transferred as described in Rule 4 of the Plan
                                         but will not be Blocked Shares.



 


	3	Issue
                                         or transfer of Blocked Shares



 


Following
Vesting (in the case of a Conditional Award) or exercise (in the case a Nil-Cost Option), the Grantor shall procure that the Blocked
Shares are issued or transferred:


 


	3.1	to
                                         the Participant and held in a Blocked Account in the Participant’s name; or



 


	3.2	to
                                         another person to be held as nominee for the Participant



 


in
either case, to be held on such basis as the Committee considers appropriate to give effect to the Blocking Period. The Participant
will do all things necessary to give effect to such issue or transfer and holding.


 


	4	No
                                         transfer of Blocked Shares



 


	4.1	The
                                         Participant must not assign or otherwise dispose of any Blocked Shares or any interest
                                         in them during the Blocking Period.



 


	4.2	This
                                         will not apply to:



 


		4.2.1	the
                                         sale of sufficient entitlements nil-paid in relation to a Blocked Share to take up the
                                         balance of the entitlements under a rights issue;



 


		4.2.2	a
                                         disposal which is required to meet any liability to tax and social security contributions
                                         in respect of Blocked Shares.



 


	4.3	If
                                         any Blocked Shares are disposed of as described in paragraph 12.2, the Blocking Period
                                         will come to an end, in respect of those Blocked Shares, on the date of the disposal.



 


	5	Rights
                                         attaching to Blocked Shares



 


	5.1	Subject
                                         to paragraphs 10.2.2 and 12 above, the Participant will be entitled, in respect of Blocked
                                         Shares:



 


		5.1.1	to
                                         receive all dividends and other distributions;



 


		5.1.2	to
                                         exercise any voting rights; and



 


		5.1.3	to
                                         all other rights of a shareholder.



 


	5.2	If
                                         the Blocked Shares are not held by the Participant, the holder will ensure that any dividends
                                         or other distributions are promptly paid and that all dividend vouchers are issued in
                                         the name of the Participant and promptly transferred to him and will act on the Participant’s
                                         instructions in relation to voting or exercising any other rights in connection with
                                         the Blocked Shares.



 






    26 


     


    

 


	6	Early
                                         termination of the Blocking Period



 


	6.1	Except
                                         as set out in this paragraph 14, the Blocking Period will not come to an end on the date
                                         the Participant leaves employment.



 


	6.2	The
                                         Blocking Period will come to an end on the date of death of the Participant.



 


	6.3	Unless
                                         the Committee decides otherwise, the Blocking Period will come to an end on the date
                                         the Participant leaves employment by reason of ill-health, injury or disability. This
                                         will not apply where the Participant had already left employment on the date of the invitation.



 


	6.4	The
                                         Committee may decide in general or in any particular case (including in the event of
                                         a Takeover) that the Blocking Period will come to an end.



 


	7	End
                                         of the Blocking Period



 


From
the end of the Blocking Period, this Schedule (other than paragraph 16) will cease to apply and the Participant will have all
the rights of a shareholder.


 


	8	Tax



 


Rule
8 of the Plan (Tax) shall apply to Blocked Shares, except that in the first paragraph the following words shall be deleted: “and
will, if required to do so, agree the transfer of liability for employer social security contributions to him”.


 


The
Participant, and in the event of the Participant’s death his heirs, will be responsible for reporting the receipt of any income
arising in connection with the Blocked Shares and the early termination of the Blocking Period as well as in connection with the
early expiry of the Holding Period pursuant to Rule 4.7 of the Plan.


 


Without
limiting Rule 8, and in order to satisfy any obligation any Member of the Group may have to pay or account for any such tax or
social security contributions:


 


		(c)	Blocked
                                         Shares may be sold on behalf of the Participant and/or his heirs;



 


		(d)	a
                                         sufficient portion of the value otherwise due to be released to satisfy any withholding
                                         liability may be deducted or withheld;



 


		(e)	the
                                         Participant may be required to personally pay an amount prior to the end of the Blocking
                                         Period and the Blocking Period may be extended until such payment is received;



 


		(f)	amounts
                                         may be deducted from salary and/or bonus payments otherwise due.



 


The
Grantor shall have the right to notify the tax authorities of the grant and Vesting of a Conditional Award or grant and exercise
of Nil-Cost Option if so required by law.


 


	9	Blocked
                                         Account



 


Prior
to the Vesting of an Award, a Blocked Account in the Participant’s name may be opened with a provider selected by the Company,
to deposit and record the Blocked Shares received by the Participant upon Vesting (in the case of a Conditional Award) or exercise
(in the case a Nil-Cost Option).


 






    27 


     


    

 


Participants
will generally be able to access the Blocked Account information electronically. If this is not possible, Participants will be
provided with a statement of the Blocked Account information at least annually.


 


Upon
termination of the Blocking Period, the Shares will be released from the Blocked Account and transferred to the Participant.


 


Other
Provisions


 


	10	Awards
                                         non-pensionable



 


Rule
9.7 of the Plan shall be modified by inserting the following words at the beginning of the Rule: “Unless explicitly provided
for in the pension scheme regulation of the employing company of the Participant, [...]”.


 





    28 


     


    

 


Schedule
4


 


France


 


The
purpose of this schedule is to make certain variations to the terms of the Plan, in order to satisfy French securities laws, exchange
control, corporate law and tax requirements (especially the provisions of Article 80 quaterdecies of the French tax code and Articles
L. 225-197-1 et seq. of the French Code de commerce with respect to free shares and Article 80 bis III of the French tax code
and Articles L. 225-177 of the French Code of Commerce with respect to stock options) to qualify for favourable income tax and
social security treatments in France.


 


The
rules of the Plan, as amended by this schedule, are based on the above-mentioned provisions of the French Code of Commerce (in
force on the date when the Plan was adopted), subject to any subsequent change or provision required by legislation, regulations
or interpretations thereof. Consequently, the rules of the Plan, as amended by this schedule will be applied and may be amended
in accordance with such legislation, regulations and interpretations.


 


In
case of contradiction between (i) the Plan and/or the Award letter and (ii) the French Code of Commerce and/or the statement of
practice of the French tax authorities, the French Code of Commerce and the statement of practice of the French tax authorities
shall prevail.


 


These
rules are based on the assumption that the Shares are listed on a regulated stock exchange.


 


The
rules of the Plan shall apply subject to the modifications contained in this Schedule 4 whenever the Directors decide to grant
a qualifying Award to a French tax resident Participant under this Schedule 4. The Directors may still decide to grant, to a French
tax resident, Awards which terms and conditions may vary from this Schedule 4. Should that be the case, the Awards shall clearly
indicate that they may not comply with this Schedule 4 and that they may not be qualifying for a favourable treatment under French
tax and social security law.


 


Information
in square brackets is for information purposes.


 


	1	Rule
                                         1 Introduction



 


No
Nil-Cost Option shall be granted under this Schedule 3. Any reference in the Plan to Nil-Cost Option shall be deleted accordingly.


 


	2	Rule
                                         2 Definitions



 


	2.1	The
                                         definition of “Participant” stated in rule 2 of the Plan shall be deleted
                                         and replaced by the following definition:



 


“Participant”
means a salaried employee of the Company or any Subsidiary, or a corporate officer of the Company or any Subsidiary holding the
duties of chairman of the board, general manager, deputy general manager, member of the directory board, or manager (respectively
président du conseil d’administration, directeur général, directeur général délégué,
membre du directoire or gérant).


 





    29 


     


    

 


	2.2	For
                                         the purpose of Awards granted under this Schedule 4, the following new definitions shall
                                         be added to those stated in rule 1 of the Plan:



 


“Closed
Period” means (i) the 10 trading days preceding and 3 trading days following the date on which the Company’s consolidated
accounts or, failing that, the annual accounts, are made public; and (ii) the period between (x) the date on which the management
bodies of the Company have knowledge of information which, if made public, could have a significant impact on the price of the
Shares and (y) the end of the tenth trading day following the date on which this information has been made public.


 


“Defined
Disability” means the circumstance where a Participant is recognised as a disabled employee of the second or third category
under the meaning of Article L.341-4 of the French Social Security Code.”


 


“Subsidiary”
means (i) a company in which the Company holds, directly or indirectly, at least 10 per cent of the share capital or voting rights;
(ii) a company holding directly or indirectly at least 10 per cent of the share capital or voting rights of the Company; or (iii)
a company for which at least 50 per cent of the share capital or voting rights are held by a company which holds at least 50 per
cent of the share capital of the Company.


 


	2.3	The
                                         definition of “Vesting Date“ shall be supplemented as follows: the Vesting
                                         Date shall not occur less than one year after the grant of the Award.



 


	2.4	All
                                         capitalised terms used in this Schedule 4 and not otherwise defined herein shall have
                                         the meaning ascribed to them in the Plan.



 


	3	Rule
                                         3 (Granting Awards)



 


	3.1	Rule
                                         3.1 (Selection of Participants) shall be supplemented with the following provision:



 


“Employees
who are selected to be granted an Award under this Schedule 4 must satisfy the definition of Participant in this Schedule 4.


 


	3.2	Rule
                                         2.2 (Things to be decided when an Award is granted) shall be supplemented as follows:



 


“A
grant of Awards to corporate officers/directors shall comply with Article L225-197-1 II and L. 225-197-6 of the French Code of
Commerce, as construed by statement of practice BOI-RSA-ES-20-20-10-20-20170724 §440”.


 


	3.3	Rule
                                         2.2.7 shall be replaced as follows:



 


“An
Award shall not carry Dividend Equivalents.”


 


	3.4	The
                                         first sentence of rule 2.5 (Timing of Awards) shall be deleted and replaced with the
                                         following provisions:



 


“No
Awards may be granted after the commencement of the seventy-sixth month after shareholder approval of the Plan or such earlier
date as the Committee may specify.”


 





    30 


     


    

 


	3.5	Rule
                                         2.2.2 shall be supplemented with the following provisions:



 


“,
provided that, with respect to Conditional Awards the Vesting Date or Vesting Dates shall not result in a Vesting period being
less than a year as of the Award Date except in the case of death or Defined Disability.”


 


	3.6	Rule
                                         2.2.6 shall be supplemented with the following provisions



 


“,
provided that any Holding Period together with the Vesting period shall not result in a total period being less than two years
as of the granting of the Award Date except in the case of death or Defined Disability.”


 


	3.7	Rule
                                         2.1 (Selection of Participants) shall be supplemented with the following provision:



 


“A
grant of an Award cannot be made to any employee already holding more than 10 per cent of the share capital of the Company, nor
result in any Participant holding more than 10 per cent of the share capital of the Company.”


 


	4	Rule
                                         5 (Before Vesting)



 


	4.1	Rule
                                         7.4 (Rights issues and changes in share capital) shall be supplemented with the following
                                         provision:



 


“Notwithstanding
anything in this Plan, no adjustment can be made if such adjustment is not permitted under the statement of practice realised
by the French tax authorities with respect to stock-options and free shares.


 


	5	Rule
                                         6 (Vesting)



 


	5.1	In
                                         rule 6.1, the terms “, especially rule 6.2 (Leaving in special circumstances),
                                         shall be added after the words “Subject to the rest of these rules”.



 


	5.2	Rule
                                         6.2 shall be replaced as follows: “no Dividend Equivalent shall apply.”



 


	5.3	Rule
                                         4.5 (Cash alternative) shall be deleted. Any reference in the Plan to rule 4.5 shall
                                         be deleted accordingly.



 


	5.4	Rule
                                         4.2 shall be supplemented as follows:



 


“If
the Company is allocating existing Shares to the Participant, the Company shall hold the Shares the day preceding the day of allocation
to the Participant2.


 





 





	2	Statement
                                         of practice BOI-RSA-ES-20-20-10-20180724 §1





 






    31 


     


    

 


	6	Rule
                                         4.7 (Holding Period)



 


	6.1	In
                                         rule 7.5.1, (iii) and (iv) shall be deleted and replaced by the following: “(iii)
                                         in case of a Conditional Award, the date on which the Participant has a Defined Disability”.



 


	6.2	Rule
                                         4.7 shall be supplemented with the following provision:



 


“Upon
termination of the Holding Period, the Shares cannot be disposed of within the Closed Period, during which the sale of the Shares
is prohibited.”


 


	6.3	Rule
                                         4.7 shall be supplemented with the following provision:



 


“Shares
transferred to Participants holding the duties of chairman of the board, general manager, deputy general manager, member of the
directory board, or manager (respectively président du conseil d’administration, directeur général,
directeur général délégué, membre du directoire or gérant) in the Company or any
Member of the Group shall not be disposed before termination of the Participant’s executive duties.


 


Alternatively,
the Directors may decide that a fraction of the Shares transferred to Participants holding the duties of chairman of the board,
general manager, deputy general manager, member of the directory board, or manager (respectively président du conseil
d’administration, directeur général, directeur général délégué, membre
du directoire or gérant) in the Company or any Member of the Group will be in a registered (nominatif) form
and will not be available for sale or transfer before termination of the Participant’s executive duties.”


 


	6.4	Rule
                                         4.7 shall be supplemented with the following provision:



 


“Notwithstanding
anything in this Plan, the end of the Holding Period shall end in such a manner so that the combined duration of the vesting period
(période d’acquisition) and the holding period (période de conservation) is not less than two
years”


 


	7	Rule
                                         8 (Leaving Employment)



 


	7.1	Rule
                                         6.2 (Leaving in special circumstances) shall be supplemented with the following provisions:



 


“Notwithstanding
any other rule of the Plan, where a Participant leaves employment for reason of death, his/hers heirs may require, within six
(6) months from the date of death, Vesting of the deceased’s Award and the transfer of the underlying Shares. The Shares
will be transferred to the heirs of the Participant as soon as practicably possible following their request, and shall not be
subject to any Retention Period.


 


Notwithstanding
any other rule of the Plan, where a Participant suffers from a Defined Disability, he/she can request at any time the Vesting
of their Conditional Award and the transfer of the underlying Shares. Shares transferred to a Participant suffering from a Defined
Disability shall not be subject to any Retention Period.”


 


	8	Rule
                                         7 (Corporate Events)



 


	8.1	Rule
                                         7 (Corporate Events) shall apply only to the extent it complies with Article L. 225-197-1-III
                                         of the French Code of Commerce, Article 80 quaterdecies III of the French tax code and
                                         the statement of practice BOI-RSA-ES-20-20-10-20-20170724 §130-§250, as amended
                                         from time to time.



 






    32 


     


    

 


	9	Rule
                                         10 (Amendment and termination of the Plan)



 


	9.1	In
                                         rule 10.1 (Director’s Power), after the last word of the sentence, the following
                                         shall be added: “, provided that the changes do not affect the qualifying status
                                         of the Awards for French tax and social security purposes”.



 


	10	Rule
                                         9.2 (Limits on use of new issue and treasury shares)



 


	10.1	Rule
                                         9.2 shall be supplemented with the following provisions:



 


“Individual
limits provided under Article L225-197-1 II of the French Code of Commerce and global limits provided under Article L225-197-1-II
§3 of the French Code of Commerce are applicable to Awards.


 


Specific
restrictions for listed companies under Article L225-197-6 of the French Code of Commerce are also applicable, including with
respect to Awards allocation to directors (dirigeants) of the French Subsidiaries and French branches of foreign companies.
These restrictions shall be construed in compliance with the statements of practice BOI-RSA-20-20-10-10-20170724 and BOI-RSA-20-20-10-20-20170724,
as amended and/or supplemented from time to time.”


 


	11	Rule
                                         9 (General Terms)



 


	11.1	Rule
                                         9 shall be supplemented with the following provisions:



 


“9.12
form of Shares


 


In
accordance with Article 80 quaterdecies II of the French tax code, the conversion of a Share into bearer form is assimilated to
a sale.”


 


	11.2	Rule
                                         9 shall be supplemented with the following provisions:



 


“9.13
Information Obligations


 


The
Company and its Subsidiaries will comply with the information obligations provided under Article L225-197-4 of the French Code
of Commerce and under the statement of practice BOI-RSA-ES-20-20-10-20-20170724 §480.


 


The
Company and its Subsidiaries are entitled to provide all relevant information to any tax or social security authorities with respect
to a Participant and the Plan. The Participant shall cooperate with the Company and its Subsidiaries as the case may be.”


 


	12	Severability



 


	12.1	The
                                         terms and conditions provided in the Plan as amended by this Schedule 4 are severable
                                         and if any one or more provisions are determined to be illegal or otherwise unenforceable
                                         under French law, in whole or in part, the remaining provisions shall nevertheless be
                                         binding and enforceable.



 



    33