Exhibit 4.7


 


	
   

  	
  2002

  



 


IMPERIAL TOBACCO GROUP PLC


 


RULES OF THE IMPERIAL
TOBACCO GROUP


BONUS MATCH PLAN


 


(Approved
by the Remuneration Committee on 22 November 2002)


 


 


 


BAA/I210.00129


 


   2002


 

















 


RULES OF THE IMPERIAL
TOBACCO GROUP


BONUS MATCH PLAN


 


1.                                           Definitions


 


The following words and expressions shall
have the following meanings:-


 


	
  “Board”

  	
   

  	
  the
  duly constituted Remuneration Committee of the Board of directors of the
  Company;

  
	
   

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  Imperial
  Tobacco Group PLC;

  
	
   

  	
   

  	
   

  
	
  “Control”

  	
   

  	
  as
  defined in Section 840 of the Act;

  
	
   

  	
   

  	
   

  
	
  “Early Vesting Date”

  	
   

  	
  as
  defined at Rule 4.2;

  
	
   

  	
   

  	
   

  
	
  “Employee”

  	
   

  	
  any
  person other than a director of Imperial Tobacco Group PLC for the time being
  in full, part-time or temporary employment of any Member of the Group;

  
	
   

  	
   

  	
   

  
	
  “Exit Price”

  	
   

  	
  the
  middle market price of a Share as derived from the London Stock Exchange
  Daily Official List on the Vesting Date;

  
	
   

  
	
  “Expected Vesting
  Date” as defined at Rule 4.1;

  
	
   

  
	
  “Group”

  	
   

  	
  the
  Company and its Subsidiaries;

  
	
   

  
	
  “Member of the
  Group”  the Company or any of
  its Subsidiaries;

  
	
   

  
	
  “Notional Additional
  Gain”

  	
   

  	
  the
  Exit Price multiplied by the number of Notional Additional Shares allocated
  to a Participant reduced by £0.02 per Notional Additional Share for every
  £0.01 that the Exit Price is less than the Notional Share Price;

  
	
   

  	
   

  	
   

  
	
  “Notional Additional
  Share”

  	
   

  	
  a
  notional share allocated pursuant to Rule 2.4;

  
	
   

  	
   

  	
   

  
	
  “Notional Lodged Share”

  	
   

  	
  a
  notional share allocated pursuant to Rule 2.3;

  
	
   

  
	
  “Notional Share Price”

  	
  the
  middle market price of a Share as derived from the London Stock Exchange
  Daily Official List for the
                dealing
  day determined by the Board;

  
	
   

  
	
  “Participant”

  	
   

  	
  an
  Employee who is holding monies in a bank account pursuant to Rule 2.2;

  
	
   

  	
   

  	
   

  
	
  “Plan”

  	
  the
  Imperial Tobacco Group Bonus Match Plan constituted by these Rules;

  
	
   

  	
   

  	
   

  
	
  “Rules”

  	
   

  	
  these
  Rules as from time to time amended in accordance with their provisions;

  
	
   

  	
   

  	
   

  
	
  “Share”

  	
   

  	
  an
  ordinary share in the capital of the Company;

  
	
   

  	
   

  	
   

  
	
  “Subsidiary”

  	
   

  	
  a
  subsidiary or subsidiary undertaking of the Company within the meaning of the
  Companies Act 1985;

  
	
   

  
	
  “Vesting Date”

  	
  the
  earlier of the Expected Vesting Date and Early Vesting Date.

  
					



 


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2.                                           Invitations


 


2.1                                     The
Board may, from time to time, invite any Employee to participate in the Plan.


 


2.2                                     Any
such invitation shall:-


 


(a)                               invite
such Employees as the Board may in its discretion determine to deposit monies
(in Sterling or in a local currency and on such other terms (if any) as
determined by the Board) with:


 


(i)                               a bank
account held with Abacus (C.I.) Limited; or


 


(ii)                            a bank
account designated by the Board; and


 


(b)                              advise
such Employees of the proposed allocation of Notional Additional Shares.


 


2.3                                     The
Board shall allocate Notional Lodged Shares to Participants by dividing the
monies deposited by a Participant pursuant to Rule 2.2(a) by the Notional Share
Price.


 


2.4                                     The
Board shall allocate Notional Additional Shares to Participants in respect of
their Notional Lodged Shares on such basis as the Board may in its discretion
determine based on length of service with the Group, the Earnings of a
Participant, the financial performance of the Group or otherwise howsoever
PROVIDED THAT the maximum aggregate number of Notional Additional Shares which
may be allocated to a Participant in respect of an invitation shall not exceed
the total number of Notional Lodged Shares allocated to such Participant.


 


2.5                                     No
invitation shall be made other than at a time at which dealings in Shares may
occur under the UK Listing Authority Model Code for securities dealings by
directors and other relevant employees.


 


3.                                           Effect
of Allocation


 


3.1                                     Any
Notional Lodged Share and Notional Additional Share which has been allocated to
a Participant shall be held for that Participant if and so long as that
Participant shall, throughout the period commencing on the date of allocation
of such Notional Lodged Share and Notional Additional Share and ending on the
Vesting Date:-


 


(a)                               be and
have been employed continuously under a contract of employment with any Member
of the Group and is not then under notice of termination of such contract given
or received; and


 


(b)                              not have
withdrawn any monies held from time to time in a bank account pursuant to Rule
2.2.


 


4.                                           Vesting
of Notional Lodged Shares and Notional Additional Shares


 


4.1                                     “Expected
Vesting Date” in relation to any Notional Lodged Shares and Notional Additional
Shares means such anniversary of the date of allocation of the Notional Lodged
Shares and Notional Additional Shares as the Board shall, prior to such
allocation, determine save that if an event occurs as a result of which the
Board determines that in relation to all, or any Notional Lodged Shares or
Notional Additional Shares previously allocated the Expected Vesting Date is no
longer appropriate, the Board may in its discretion substitute such other date
as it may determine as the Expected Vesting Date;


 


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4.2                                     “Early
Vesting Date” in relation to any Notional Lodged Shares and Notional Additional
Share means the date on which any of the following events shall first occur
prior to the Expected Vesting Date of such Notional Lodged Share and Notional
Additional Share:-


 


(a)                               any
person acquiring Control of the Company (including for the avoidance of doubt
pursuant to an amalgamation or reconstruction, however effected, or a
compromise or a Plan of arrangement sanctioned by the Court under
Section 425 of the Companies Act 1985);


 


(b)                              notice
being duly given of a resolution for the voluntary winding-up of the Company;


 


(c)                               death
during service of the Participant; or,


 


(d)                              cessation
of the Participant’s employment by reason of:-


 


(i)                               ill
health, injury, disability or redundancy;


 


(ii)                            the
company employing the Participant ceasing to be a Member of the Group;


 


(iii)                         the business
or part of the business to which the Participant’s office or employment relates
being transferred to a person who is not a Member of the Group;


 


(iv)                        any other
circumstances.


 


(e)                               notice
being given that the Shares will cease to be listed on the London Stock
Exchange.


 


4.3                                     For
the purposes of this Rule 4, where a Participant’s employment with any Member
of the Group is terminated without notice the Participant’s employment shall be
deemed to cease on the date on which the termination takes effect and where the
said employment is terminated with notice the Participant’s employment shall be
deemed to cease on the date on which that notice is given unless the Board in
its sole discretion shall agree to extend the date on which the employment is
deemed to cease to the date when the notice expires.


 


5.                                           Payments


 


5.1                                     Any
monies held in a bank account pursuant to Rule 2.2 shall be transferred as soon
as practicable (in such manner as the Board may determine) to the relevant
Participant following the Vesting Date.


 


5.2                                     Save
as otherwise provided, on the Expected Vesting Date a payment shall be made to
the Participant equal to the aggregate of:-


 


(a)                               an
amount equal to the Exit Price multiplied by the number of Notional Lodged
Shares allocated to that Participant less the monies held in a bank account by
that Participant pursuant to Rule 2.2; and


 


(b)                              the
Notional Additional Gain.


 


5.3                                     If
the Early Vesting Date has arisen under Rule 4.2 a payment shall be made to the
Participant calculated by mutiplying the Exit Price by the number of Notional
Lodged Shares allocated to that Participant less the monies held in a bank
account by that Participant pursuant to Rule 2.2.


 


5.4                                     If
the Early Vesting Date has arisen under Rule 4.2(d)(iv) any award of Notional
Additional Shares to that Participant shall lapse unless, within six months of
that date, the Board shall determine otherwise in which case a payment shall be
made to the Participant not exceeding the Notional Additional Gain


 


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which a Participant would have been entitled to had
the Early Vesting Date arisen otherwise than under Rule 4.2(d)(iv).


 


5.5                                     If
the Early Vesting Date has arisen otherwise than under Rule 4.2(d)(iv), a
payment shall be made to the relevant Participant (or to the Participant’s
estate) as may be determined by the Board in accordance with the basis of
allocation of the Notional Additional Shares originally laid down under Rule
2.4.


 


5.6                                     For
the avoidance of doubt if the Exit Price multiplied by the number of Notional
Lodged Shares allocated to a Partcipant is less than the monies held in a bank
account by that Participant pursuant to Rule 2.2 no payment shall be made in
relation to an award of Notional Lodged Shares.


 


6.                                           Capital
Reorganisation


 


6.1                                     If
there is any capital reorganisation of the Company including a capitalisation
issue rights issue or rights offer, consolidation or sub-division or any
variation of share capital, or any special dividend, reconstruction or demerger,
a Notional Lodged Share or a Notional Additional Share may be adjusted in such
manner as the Company’s auditors, acting as experts and not as arbitrators, may
confirm in writing to be fair and reasonable.


 


6.2                                     Participants
shall be notified of any adjustment.


 


6.3                                     If
under Rule 6.1 above any fraction of a Notional Lodged Share or a Notional
Additional Share arises the allocation therein provided for shall be rounded up
or down as the Board may in their sole discretion think fit.


 


7.                                           Taxation


 


7.1                                     The
Company and any Member of the Group may make such provision for and take such
action as may be considered by either of them to be necessary or expedient for
the withholding or payment of any taxes or any other statutory deductions for
which either of them is properly accountable and wherever those taxes are
imposed provided those taxes arise in respect of any payment pursuant to the
Rules including (but not limited to) the withholding of funds from any payment
under these Rules until a Participant reimburses the Company or any Member of
the Group for the amounts of any such taxes for which it is properly
accountable.


 


7.2                                     For
the purposes of this Rule 7 the Company and any Member of the Group may rely on
any information supplied to them by any other Member of the Group or by any tax
adviser as to the amount of any such tax liability.


 


8.                                           General


 


8.1                                     Any
notice or other document given to any Employee pursuant to the Plan shall be
delivered to him, sent by post to him at his home address according to the
records of his employing company or such other address as may appear to the
Board to be appropriate or sent to him by e-mail to his usual e-mail address
according to the records of his employing company or to such other e-mail
address that the Employee may have advised may be used.  Notices or other documents sent by post
shall be deemed to have been received 2 days following the date of posting.


 


8.2                                     The
decision of the Board on any question of interpretation of the Rules or any
dispute relating to or connected with the Plan shall be final and conclusive.


 


8.3                                     The
costs of introducing, operating and administering the Plan shall be borne by
the Company.


 


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8.4                                     The
Board shall have power from time to time to make regulations for the
administration and operation of the Plan provided that they are not
inconsistent with these Rules.


 


8.5                                     Nothing
in the Plan shall form part of any Participant’s contract of employment. The
rights and obligations of a Participant under the terms and conditions of his
employment by any Member of the Group shall not be affected by his
participation in the Plan.  The
Participant shall have no right to compensation or damages or any other sum or
benefit in respect of his ceasing to participate in the Plan or in respect of
any loss or reduction of any rights or expectations under the Plan in any
circumstances. An Employee who is not invited to participate in the Plan shall
have no right to compensation or damages or any other sum or benefit in respect
of his non-participation.


 


9.                                           Amendment


 


9.1                                     The
Plan shall be administered under the direction of the Board who may at any time
and from time to time by resolution and without other formality amend or
augment the Rules or the Plan in any respect provided that no amendment shall
operate to affect adversely in any way any rights already acquired by a
Participant [without the Participant’s consent].


 


9.2                                     Notwithstanding
anything to the contrary contained herein, the Board may at any time and from
time to time by resolution and without further formality amend the Plan in such
manner as the Board may consider necessary or desirable:


 


(a)                               in any
way to the extent necessary to render the Plan capable of approval by any
governmental or other regulatory body pursuant to any present or future United
Kingdom legislation;  or


 


(b)                              in order
to comply with, take advantage of, or otherwise in connection with any
taxation, legal, regulatory or other rule, law, guideline, regulation or other
provision of or prevailing in any jurisdiction in which this Plan is or is
intended to be operated.


 


10.                                     Termination


 


The Plan may be terminated at any time by a resolution
of the Board, and shall in any event terminate on 15 August 2006, but any
termination shall not affect the outstanding rights of Participants.


 


11.                                     Governing
Law


 


This Plan shall be governed by the laws of England.


 


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SCHEDULE 1


 


 


INTERNATIONAL RULES


 


 


The
Rules of the Plan apply in the jurisdictions specified below:


 


 


Macedonia


Slovenia


Ukraine


 


 


The Rules of
the Plan apply with and subject to the following amendments and provisions
which have been adopted by the Board pursuant to Rule 9.2 for the purposes of
the operation of the Plan in the jurisdictions specified below:


 


[                          ]


 


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