exv4w6







Exhibit 4.6




RULES OF THE




BRITISH SKY BROADCASTING GROUP




2008 LONG-TERM INCENTIVE PLAN




 





 




Approved by the shareholders of the Company on 26 September 2008




Adopted by the Board on 30 July 2008





 









 








CONTENTS






	 	 	 	 	 
	Rule
	 	 	Page
	1. DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 
	 	 	 	 
	2. GRANT OF AWARDS
	 	 	1	 
	 
	 	 	 	 
	3. PLAN LIMITS
	 	 	3	 
	 
	 	 	 	 
	4. RIGHTS OF EXERCISE OR VESTING AND LAPSE OF AWARDS
	 	 	3	 
	 
	 	 	 	 
	5. EXERCISE OR VESTING OF AWARDS
	 	 	8	 
	 
	 	 	 	 
	6. ADJUSTMENT OF AWARDS
	 	 	10	 
	 
	 	 	 	 
	7. ADMINISTRATION
	 	 	11	 
	 
	 	 	 	 
	8. AMENDING THE PLAN
	 	 	12	 
	 
	 	 	 	 
	9. GENERAL
	 	 	13	 







 









 








RULES OF THE BRITISH SKY BROADCASTING GROUP




2008 LONG TERM INCENTIVE PLAN





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions: The words and expressions used in this Plan which have capital letters have the
meanings set out in the Appendix.
	 
	1.2	 	Interpretation: In these Rules:






	 	1.2.1	 	the headings are for the sake of convenience only and should be ignored when
construing the Rules;
	 
	 	1.2.2	 	reference to any statutory provisions are to those provisions as amended,
extended or re-enacted from time to time, and shall include any regulations or other
subordinate legislation made under them; and
	 
	 	1.2.3	 	the Interpretation Act 1978 shall apply with the necessary changes as if these
Rules were an Act of Parliament.






	2.	 	GRANT OF AWARDS
	 
	2.1	 	Grant of Awards: The Grantor may grant to any Eligible Employee nominated by the Remuneration
Committee in its absolute discretion an Award or Awards over such whole number of Shares as
the Remuneration Committee may decide.
	 
	2.2	 	Period for granting Awards: Subject to Rule 2.4, an Award may only be granted:






	 	2.2.1	 	within 6 weeks beginning with:






	 	(i)	 	the date on which the Plan is approved by the shareholders of the
Company; or
	 
	 	(ii)	 	the date on which the Company announces its results for any period;
or






	 	2.2.2	 	at any other time when the Committee considers that circumstances are
sufficiently exceptional to justify its grant 






	         but an Award may not be granted after the end of the Plan Period.






	2.3	 	Conditions to be satisfied on the exercise or vesting of Awards: The Grantor shall grant an
Award subject to such conditions as the Remuneration Committee shall decide which must be met
before some or all of the Award may be exercised or may vest. Such conditions:






	 	2.3.1	 	must be objective and stated in writing at the Date of Grant; and
	 
	 	2.3.2	 	may not be amended by the Grantor unless:




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	 	(i)	 	an event occurs which causes the Remuneration Committee to consider
that an amendment to the conditions would be a fairer measure of performance; and
	 
	 	(ii)	 	the Remuneration Committee reasonably considers that an amendment
to the conditions would not make the conditions more difficult nor easier to
satisfy than the unamended conditions would have been but for the event in
question.






	2.4	 	Approvals and consents: The grant of an Award shall be subject to obtaining any approval or
consent required under the provisions of the Listing Rules of the UK Listing Authority or of
the City Code on Take-overs and Mergers or of any other applicable regulations or enactments.
	 
	2.5	 	Award certificates and payment for Awards: The Grantor shall grant Awards by deed in such
form as the Remuneration Committee shall decide. A single deed of grant may be executed in
favour of any number of Participants. Each Participant shall on, or as soon as possible
after, the Date of Grant be given (i) an award certificate as evidence of the grant of an
Award; and (ii) if appropriate, a notice of exercise. The award certificate shall state
whether the Award is in the form of an Option or a Contingent Award and refer to the
performance condition(s) applicable to the Award as imposed under Rule 2.3. The Remuneration
Committee may impose an Option Price on the exercise of an Option which it may reduce or waive
prior to the exercise of the Option. There shall be no payment for the grant of an Award.
	 
	2.6	 	Dividend equivalent: The Remuneration Committee may decide on or before the grant of an Award
that a Participant (or his nominee) shall be entitled to receive a benefit determined by
reference to the value of the dividends that would have been paid on the Shares in respect of
which an Option is exercised or a Contingent Award vests based on the dividend record dates
occurring during the period between the Date of Grant and the date on which Shares are issued
or transferred to the Participant pursuant to such exercise or vesting. The Remuneration
Committee shall decide the basis on which the value of such dividends shall be calculated
which may assume the reinvestment of dividends. The Remuneration Committee may also decide at
this time whether the Dividend Equivalent shall be provided to the Participant in the form of
cash and/or Shares. The Dividend Equivalent shall be provided in accordance with Rule 5.9.
	 
	2.7	 	Awards not pensionable and personal to Participants: An Award, which is not pensionable, is
personal to the Participant to whom it is granted and may not, nor any rights in respect of
it, be transferred or otherwise disposed of to any other person except that, on the death of a
Participant, an Award may be transmitted to his personal representatives.
	 
	2.8	 	Disclaimer of Awards: A Participant may disclaim his Award, in whole or in part, in writing
to the Secretary of the Company within 30 days after the Date of Grant. No consideration
shall be paid for the disclaimer of the Award which shall be deemed, to the extent that it has
been disclaimed, never to have been granted.
	 
	2.9	 	Purported grant of Awards in excess of limits: If an Award is purported to be granted in
excess of the limit in Rule 3, the number of Shares over which that Award




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	 	 	has been granted shall, together with the number of Shares over which all other Awards have
been granted on the same Date of Grant, be reduced pro rata to the largest lower number (if
any) as would comply with the terms of Rule 3 and the Award shall take effect over such lower
number of Shares from the Date of Grant.
	 
	3.	 	PLAN LIMITS
	 
	3.1	 	The 5 per cent limit: The number of unissued Shares and treasury Shares which may be made
subject to Awards under the Plan on any day shall not, when added to the aggregate of the
number of:






	 	3.1.1	 	Shares issued or issuable; and
	 
	 	3.1.2	 	treasury Shares transferred or transferable






	 	 	pursuant to rights granted in the previous 10 years under the Plan and any other Employees’
Share Scheme operated by the Company, exceed such number as represents 5 per cent of the
ordinary share capital of the Company in issue immediately prior to that day.
	 
	3.2	 	Exclusions from these limits: In calculating the limit in Rule 3.1 there shall be
disregarded any Shares where the right to acquire such Shares was released or lapsed without
being exercised. Treasury Shares shall cease to count towards the limit in Rule 3.1 if
institutional investors decide that they need not count.
	 
	4.	 	RIGHTS OF EXERCISE OR VESTING AND LAPSE OF AWARDS
	 
	4.1	 	General rules of exercise and vesting: An Award:






	 	4.1.1	 	shall not, subject to Rules 4.2 and 4.4, be exercised or vest earlier than such
date or dates as may be specified at the Date of Grant provided such date or dates fall
on or after the third anniversary of the start of the Performance Period:
	 
	 	4.1.2	 	may only be exercised or vest whilst the Participant is a director or employee
of a Participating Company or an Associated Company or if he has ceased to be such in
one of the circumstances set out in Rule 4.2 or 4.3;
	 
	 	4.1.3	 	may only be exercised or vest if, and to the extent that, the conditions (as
amended, if appropriate) imposed under Rule 2.3, have been fulfilled to the satisfaction
of the Remuneration Committee (unless, in the case of Rule 4.2, they are waived) EXCEPT
if the Award is exercised or vests early under Rule 4.4 or Rule 4.5 respectively.






	4.2	 	Compassionate circumstances — death: If a Participant ceases to be a director or employee of
a Participating Company or an Associated Company by reason of his death then:






	 	4.2.1	 	any Award in the form of an Option which he holds on such cessation may be
exercised by his personal representatives for a period of 12 months following such
cessation to the extent permitted by this Rule; and
	 
	 	4.2.2	 	any Award in the form of a Contingent Award which he holds on such cessation
shall vest on such cessation to the extent permitted by this Rule.




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	 	 	If an Award becomes exercisable or vests pursuant to this Rule then the number of Shares over
which an Option can be exercised or the number of Shares which can vest under a Contingent
Award shall be determined as follows:






	 	(i)	 	by applying any limitation on exercise or vesting imposed under
Rule 2.3; and
	 
	 	(ii)	 	applying a pro rata reduction to the number of Shares determined
under paragraph (i) above based on the number of days service (including
weekends) from the start of the Performance Period to cessation compared to the
number of days from the start of the Performance Period to the Normal Vesting
Date






	 	 	unless the Remuneration Committee decides it would be appropriate in the circumstances to
waive or relax either or both of the limitations in paragraphs (i) and (ii) above.
	 
	4.3	 	Compassionate circumstances — other than death: An Award will remain capable of exercise or
vesting if a Participant ceases to be a director or employee of a Participating Company or an
Associated Company in one of the following circumstances:






	 	4.3.1	 	ill health, injury or disability;
	 
	 	4.3.2	 	redundancy within the meaning of the Employment Rights Act 1996;
	 
	 	4.3.3	 	retirement with the agreement of his employer;
	 
	 	4.3.4	 	the company which employs him ceasing to be under the Control of the Company or
such company ceasing to be an Associated Company;
	 
	 	4.3.5	 	the transfer or sale of the undertaking or part-undertaking in which he is
employed to a person who is neither under the Control of the Company nor an Associated
Company; or
	 
	 	4.3.6	 	any reason other than the reasons specified in Rule 4.3.1 to 4.3.5 at the
discretion of the Remuneration Committee






	 	 	SAVE THAT (unless the Remuneration Committee determines otherwise) if cessation occurs before
the Normal Vesting Date then the number of Shares over which an Option can be exercised or
the number of Shares which can vest under a Contingent Award shall, after taking into account
any limitation on exercise or vesting imposed under Rule 2.3, be reduced pro rata to the
number of days of service (including weekends) from the start of the Performance Period to
cessation compared to the number of days from the start of the Performance Period to the
Normal Vesting Date.
	 
	 	 	A Participant shall not be treated for the purposes of this Rule 4 as ceasing to be a
director or employee of a Participating Company or an Associated Company until such time as
he is no longer a director or employee of any such company.




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	4.4	 	Early exercise of Options: Subject to Rule 4.6, an Award in the form of an Option may, at the
discretion of the Remuneration Committee, be exercised to the extent permitted by the
Remuneration Committee:






	 	4.4.1	 	within the period of 3 months following the date on which a person who made an
offer to acquire Shares (which was either unconditional or was made on a condition such
that if it were satisfied the person making the offer would have Control of the
Company), has obtained Control of the Company and any condition subject to which the
offer is made has been satisfied. For the purpose of this Rule 4.4.1 a person shall be
deemed to have obtained Control of the Company if he and others acting in concert (as
defined by the City Code on Take-overs and Mergers) with him have together obtained
Control of it;
	 
	 	4.4.2	 	at any time during which any person who has become bound or entitled to acquire
Shares under Sections 979 to 985 of the Companies Act 2006 or Articles 421 to 423 of the
Companies (Northern Ireland) Order 1986 remains so bound or entitled;
	 
	 	4.4.3	 	within the period of 3 months of a compromise or arrangement being sanctioned by
the Court under section 899 of the Companies Act 2006 in connection with or for the
purposes of a change in Control of the Company;
	 
	 	4.4.4	 	during such period (if any) as the Remuneration Committee decides, if a
demerger, special dividend or similar event is proposed which, in the opinion of the
Remuneration Committee, would affect the market price of Shares to a material extent;
	 
	 	4.4.5	 	at any time before a resolution for the voluntary winding-up of the Company, of
which the Company shall give notice to all Participants, has been passed or defeated or
the meeting concluded or adjourned indefinitely, conditionally on the resolution being
passed. If such resolution is passed all Options shall, to the extent that they have
not been exercised, lapse at the expiry of 2 months from the date of the resolution;
	 
	 	4.4.6	 	in the period beginning 3 months before and ending 3 months after the transfer
of a Participant to a country outside the United Kingdom who continues or will continue
to hold an office or employment with a Participating Company or an Associated Company as
a result of that transfer and will either:






	 	(i)	 	become subject to income tax on his remuneration in the country to
which he is transferred such that he will suffer a tax disadvantage upon
exercising his Option following the transfer; or
	 
	 	(ii)	 	becomes subject to restrictions on his ability to exercise his
Option or to deal in the Shares that may be acquired upon the exercise of that
Option because of, or in consequence of, the securities laws or exchange control
laws of the country to which he is transferred.






	4.5	 	Early vesting of Contingent Awards: Subject to Rule 4.6, an Award in the form of a
Contingent Award may, at the discretion of the Remuneration Committee, vest to the extent
permitted by the Remuneration Committee as follows:




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	 	4.5.1	 	on the first day of the 3 month period referred to in Rule 4.4.1;
	 
	 	4.5.2	 	on the first day on which any person becomes bound or entitled to acquire Shares
under Sections 979 to 985 of the Companies Act 2006;
	 
	 	4.5.3	 	on the day on which a compromise or arrangement is sanctioned by the Court under
section 899 of the Companies Act 2006 in connection with or for the purposes of a change
in Control of the Company;
	 
	 	4.5.4	 	on the first day of the period referred to in Rule 4.4.4;
	 
	 	4.5.5	 	on the day on which shareholders sanction the voluntary winding-up of the
Company; and
	 
	 	4.5.6	 	on the day specified by the Remuneration Committee if it exercises its
discretion for the purposes of Rule 4.4.6.






	4.6	 	Internal reorganisations
	 
	 	 	In the event that:






	 	4.6.1	 	a company (the “Acquiring Company”) is expected to obtain Control of the Company
as a result of an offer referred to in Rule 4.4.1 or a compromise or arrangement
referred to in Rule 4.4.3; and
	 
	 	4.6.2	 	at least 75% of the shares in the Acquiring Company are expected to be held by
substantially the same persons who immediately before the obtaining of Control of the
Company were shareholders in the Company






	 	 	then the Remuneration Committee, with the consent of the Acquiring Company, may decide before
the obtaining of such Control that an Award will be automatically surrendered in
consideration for the grant of a new award which the Committee determines is equivalent to
the Award it replaces except that it will be over shares in the Acquiring Company or some
other company.
	 
	 	 	The Rules will apply to any new award granted under this Rule 4.6 as if references to Shares
were references to shares over which the new award is granted and references to the Company
were references to the company whose shares are subject to the new award.






	4.7	 	Lapsing of Awards: Awards shall lapse to the extent not already exercised or vested on the
earliest of the following events occurring:






	 	4.7.1	 	in respect of an Option, the date of lapse specified in the deed granting an
Award or, in the absence of any such date, the sixth anniversary of the Date of Grant;
	 
	 	4.7.2	 	in respect of a Contingent Award, on the day it is determined that it will not
vest;
	 
	 	4.7.3	 	in respect of an Option, the expiry of any of the periods specified in Rules
4.4.1, 4.4.2, 4.4.3 and 4.4.4 or as specified in Rule 4.4.5 and, in respect of a
Contingent




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	 	 	 	Award, to the extent not vested on the day after the day specified in Rules 4.5.1 to
4.5.6;
	 
	 	4.7.4	 	if the Remuneration Committee so decides, on such date as it specifies on or
following a Participant giving or receiving notice of termination of his office or
employment with a Participating Company or an Associated Company in any circumstances
other than:






	 	(i)	 	for any reason specified in Rule 4.2 or Rules 4.3.1 to 4.3.6; or
	 
	 	(ii)	 	for any reason whatsoever during any of the periods specified in
Rules 4.4.1 to 4.4.5 inclusive;






	 	4.7.5	 	the Participant ceasing to hold an office or employment with a Participating
Company or an Associated Company in any circumstances other than:






	 	(i)	 	for any reason specified in Rule 4.2 or Rules 4.3.1 to 4.3.6; or
	 
	 	(ii)	 	for any reason whatsoever during any of the periods specified in
Rules 4.4.1 to 4.4.5 inclusive;






	 	4.7.6	 	in respect of an Option, if the Participant ceases to hold an office or
employment with a Participating Company or an Associated Company by reason of his death,
the expiry of 12 months following such cessation;
	 
	 	4.7.7	 	in respect of an Option, if the Participant ceases to hold an office or
employment with a Participating Company or an Associated Company for any reason
specified in Rules 4.3.1 to 4.3.6 and:






	 	(i)	 	such cessation occurs on or before the date on which the Option
first becomes exercisable under Rule 4.1.1, the expiry of one month following
such date; or
	 
	 	(ii)	 	such cessation occurs after the date on which the Option first
becomes exercisable under Rule 4.1.1, the expiry of one month following such
cessation;






	 	4.7.8	 	subject to Rule 4.4.5 in respect of an Option, and subject to Rule 4.5.5 in
respect of a Contingent Award, the passing of an effective resolution, or the making of
an order by the court, for the winding-up of the Company;
	 
	 	4.7.9	 	to the extent the Award does not become exercisable or vest in full as a result
of the failure to satisfy the performance condition(s) applicable to the Award imposed
under Rule 2.3;
	 
	 	4.7.10	 	the Participant being deprived of the legal or beneficial ownership of the Award by
operation of law, or doing or omitting to do anything which causes him to be so deprived
or being declared bankrupt; and
	 
	 	4.7.11	 	the Participant purporting to transfer or dispose of the Award or any rights in
respect of it other than as permitted under Rule 2.7.




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	5.	 	EXERCISE OR VESTING OF AWARDS
	 
	5.1	 	Exercise or vesting in whole or in part: Subject to Rules 4.1 to 4.5, an Award may be
exercised or may vest in whole or in part.
	 
	5.2	 	Manner of exercise: To exercise an Award which takes the form of an Option in whole or in
part, the Participant must deliver to the address specified in the notice of exercise:






	 	5.2.1	 	an Award certificate covering at least all the Shares over which the Award is
then to be exercised;
	 
	 	5.2.2	 	the notice of exercise in the prescribed form properly completed and signed by
the Participant (or by his duly authorised agent); and
	 
	 	5.2.3	 	any Option Price payable or an agreement to pay such Option Price.






	5.3	 	Award Exercise Date or Award Vesting Date: In the case of an Award in the form of an Option,
the Award Exercise Date shall, subject to any approval or consent as is mentioned in Rule 2.4
and subject to Rule 5.8, be the date of receipt of all the items referred to in Rule 5.2. In
the case of an Award in the form of a Contingent Award, the Award Vesting Date shall, subject
to Rule 4.2, Rule 4.4, any approval or consent as is mentioned in Rule 2.4 and subject to Rule
5.8, be the date, or dates stated on the award certificate; UNLESS, in either case, conditions
must be fulfilled before an Award may be exercised or may vest, in which case the Award shall
not be treated as exercised or vested unless and until the Remuneration Committee is satisfied
that those conditions have been fulfilled.
	 
	5.4	 	Issue or transfer of Shares: Subject to Rule 5.5 and 5.10, the Grantor shall procure the
transfer or allotment of any Shares to be transferred or allotted to a Participant (or his
nominee) pursuant to the exercise or vesting of an Award within 30 days following the Award
Exercise Date or Award Vesting Date. Shares may only be allotted direct to a Participant (or
his nominee) to satisfy the exercise of an Option with an aggregate Option Price below the par
value of the Shares or the vesting of a Contingent Award if and to the extent that the Board
shall be authorised to capitalize from the reserves of the Company a sum at least up to the
nominal value of the Shares in respect of which the Option is exercised or the Contingent
Award has vested and applies such sum in paying up such amount on such Shares so that on the
exercise of an Option or the vesting of a Contingent Award which is to be satisfied by the
issue of Shares the Board shall capitalize such sum and apply the same in paying up such
amount.
	 
	5.5	 	Consents: The allotment or transfer of any Shares under the Plan shall be subject to
obtaining any such approval or consent as is mentioned in Rule 2.4.
	 
	5.6	 	Ranking of Shares: Shares which are:






	 	5.6.1	 	issued under the Plan will rank equally in all respects with the Shares then in
issue, except that they shall not rank for any right attaching to Shares by reference to
a record date preceding the Award Exercise Date or the Award Vesting Date; or




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	 	5.6.2	 	transferred under the Plan shall not be entitled to any rights attaching to
Shares by reference to a record date preceding the Award Exercise Date or the Award
Vesting Date.






	5.7	 	Listing: If and for so long as the Shares are listed and traded on the Official List of the
London Stock Exchange (or its successor), the Company shall apply for listing of any Shares
issued under the Plan as soon as practicable after their allotment.
	 
	5.8	 	Payment of Taxes: The exercise of an Option or the vesting of a Contingent Award is subject
to any withholding that may be necessary on account of a Participant’s Tax Liability in
respect of the relevant Award. The Company or any relevant Participating Company shall make
arrangements to sell on behalf of the Participant such number of Shares acquired on the
exercise of an Option or the vesting of a Contingent Award as is necessary to discharge the
Participant’s Tax Liability except to the extent that the Participant agrees to fund all or
part of his Tax Liability in a different manner.
	 
	5.9	 	Payment of Dividend Equivalent: If the Remuneration Committee decided under Rule 2.6 that a
Participant would be entitled to the Dividend Equivalent in relation to Shares under his Award
but did not decide at that time whether the Dividend Equivalent would be provided in the form
of cash and/or Shares, then the Remuneration Committee shall make such decision on or as soon
as practicable after the Award Exercise Date or Award Vesting Date (as appropriate).
	 
	 	 	The Remuneration Committee, acting fairly and reasonably, may decide to exclude the value of
all or part of a special dividend or any other dividend from the amount of the Dividend
Equivalent.
	 
	 	 	The provision of the Dividend Equivalent to the Participant shall be made as soon as
practicable after the issue or transfer of Shares pursuant to Rule 5.4 and:






	 	5.9.1	 	in the case of a cash payment, shall be subject to such deductions (on account
of tax or similar liabilities) as may be required by law or as the Board may reasonably
consider to be necessary or desirable;
	 
	 	5.9.2	 	in the case of a provision of Shares, Rules 5.5 to Rule 5.8 shall apply as if
such provision was the vesting of a Contingent Award.






	5.10	 	Cash alternative: Where an Option has been exercised or a Contingent Award has vested and
Shares have not yet been allotted or transferred to the Participant (or his nominee) to
satisfy such exercise or vesting, the Remuneration Committee may determine that, in
substitution for his right to acquire such Shares as the Remuneration Committee may decide
(but in full and final satisfaction of his right to acquire those Shares), he shall be paid by
way of additional employment income a sum equal to the cash equivalent (as defined below) of
that number of Shares in accordance with the following provisions of this Rule 5.10.
	 
	 	 	For the purpose of this Rule 5.10, the cash equivalent of a Share is:






	 	(i)	 	in the case of an Option, the market value of a Share on the day
when the Option is exercised reduced by the Option Price (if any) in respect of
that Share;




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	 	(ii)	 	in the case of a Contingent Award, the market value of a Share on
the day when the Award vests.






	 	 	Market value on any day shall be determined as follows:






	 	(i)	 	if on the day of exercise or vesting, Shares are quoted in the
London Stock Exchange Daily Official List, the middle-market quotation of a
Share, as derived from that List, on that day; or
	 
	 	(ii)	 	if Shares are not so quoted, such value of a Share as the
Remuneration Committee reasonably determines.






	 	 	As soon as reasonably practicable after the Remuneration Committee has determined under this
Rule that a Participant shall be paid a sum in substitution for his right to acquire any
number of Shares:






	 	(i)	 	the Company shall pay to him or procure the payment to him of that sum in cash;
and
	 
	 	(ii)	 	if he has already paid the Company for those Shares, the Company shall return
to him the amount so paid by him






	 	 	but there shall be deducted from any payment under this Rule 5.10 such amounts (on account
of tax or similar liabilities) as may be required by law or as the Remuneration Committee
may reasonably consider to be necessary or desirable.
	 
	 	 	This Rule 5.10 shall not apply in relation to an Award made to a Participant in any
jurisdiction where the presence of this Rule would cause:






	 	(i)	 	the grant of the Award to be unlawful or for it to fall outside any applicable
securities law exclusion or exemption; or
	 
	 	(ii)	 	adverse tax or social security contribution consequences for the Participant,
any Participating Company or any Associated Company as determined by the Remuneration
Committee.






	6.	 	ADJUSTMENT OF AWARDS
	 
	6.1	 	Variation in equity share capital: If there is a Variation or a demerger, special dividend
or other similar event which affects the market price of Shares to a material extent then:






	 	6.1.1	 	the number of Shares over which an Award is granted;
	 
	 	6.1.2	 	the Option Price (if any); and
	 
	 	6.1.3	 	where an Award has been exercised or has vested but if at either the date of the
Variation or the date when the event which materially affects the market price of the
Shares, no Shares have been transferred pursuant to such exercise or vesting, the number
of Shares which may be so transferred;






	 	 	may be adjusted in such manner as the Remuneration Committee shall determine.




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	6.2	 	Notifying Participants of adjustments: The Grantor may take such steps as it may consider
necessary to notify Participants of any adjustment made under this Rule 6 and to call in,
cancel, endorse, issue or re-issue any award certificate as a result of such adjustment.
	 
	7.	 	ADMINISTRATION
	 
	7.1	 	Notices: Any notice or other communication in connection with the Plan may be given:






	 	7.1.1	 	by personal delivery; or
	 
	 	7.1.2	 	by sending the same by post:






	 	(i)	 	in the case of the company to its registered office for the
attention of the Company Secretary; and
	 
	 	(ii)	 	in the case of an individual to his last known address, or, where
he is a director or employee of a Participating Company or an Associated Company,
either to his last known address or to the address of the place of business at
which he performs the whole or substantially the whole of the duties of his
office or employment.






	 	 	 	Where a notice or other communication is given by first-class post, it shall be deemed
to have been received 72 hours after it was put into the post properly addressed and
stamped.






	 	7.1.3	 	by electronic communication to their usual business/work address or such other
address for the time being notified for that purpose to the person giving the notice.
	 
	 	 	 	Where notice is given by electronic communication, in the absence of evidence to the
contrary, it will be deemed to have been received on the day after sending.
	 
	 	7.1.4	 	Documents sent to shareholders: Participants may receive copies of any notice or
document sent by the Company to the holders of Shares.






	7.2	 	Partial exercise or vesting of Awards: In the case of the partial exercise or vesting of an
Award, the Grantor may in consequence call in, endorse or cancel and re-issue, as it considers
appropriate, any certificate for the balance of the Shares over which the Award was granted.
	 
	7.3	 	Replacement award certificates: If any award certificate shall be worn out, defaced or lost,
it may be replaced on such evidence being provided as the Grantor may require.
	 
	7.4	 	Shares to cover Awards: The Grantor shall at all times keep available sufficient Shares or
procure that sufficient Shares are available to satisfy all Awards granted by it.
	 
	7.5	 	Administration of the Plan: The Plan shall be administered by the Remuneration Committee.
The Remuneration Committee shall have full authority, consistent with the Plan, to administer
the Plan, including authority to interpret and construe any




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	 	 	provision of the Plan and to adopt such regulations for administering the Plan and such forms
of exercise as it may deem necessary or appropriate. Decisions of the Remuneration Committee
shall be final and binding on all parties.
	 
	7.6	 	Costs of introducing and administering the Plan: The costs of introducing and administering
the Plan shall be borne by the Company. However, the Company may require any Subsidiary of
the Company to enter into such agreement with it as it shall deem necessary to oblige such
Subsidiary to reimburse the Company for any costs borne by the Company directly or indirectly
in respect of such Subsidiary’s officers or employees. The Company may also enter into a
similar agreement with any Participating Company or Associated Company which is not a
Subsidiary of the Company.
	 
	8.	 	AMENDING THE PLAN
	 
	8.1	 	The Remuneration Committee’s power to amend the Plan: Subject to the provisions of Rule 8.2
the Remuneration Committee may at any time alter, delete or add to all or any of the
provisions of the Plan in any respect.
	 
	8.2	 	Shareholders’ approval: No alteration, deletion or addition to the advantage of Participants
shall be made under Rule 8.1 to the provisions concerning:






	 	8.2.1	 	eligibility;
	 
	 	8.2.2	 	the individual limits on participation;
	 
	 	8.2.3	 	the overall limit on the issue of Shares or the transfer of treasury Shares;
	 
	 	8.2.4	 	the basis for determining a Participant’s entitlement to, and the terms of,
Shares or cash provided under the Plan; and
	 
	 	8.2.5	 	the adjustments that may be made in the event of any variation of capital






	 	 	without the prior approval by ordinary resolution of the members of the Company in general
meeting unless the alteration, deletion or addition is minor and to benefit the
administration of the Plan, to take account of a change in legislation, or to obtain or
maintain favourable taxation, exchange control or regulatory treatment for the Company or
Subsidiary of the Company or Associated Company or any Participant.
	 
	8.3	 	Participants’ approval: No alteration, deletion or addition shall be made under Rule 8.1
which would abrogate or adversely affect the subsisting rights of a Participant unless it is
made:






	 	8.3.1	 	with the consent in writing of such number of Participants as hold Awards under
the Plan to acquire 75 per cent of the Shares which would be issued or transferred if
all Awards granted and subsisting under the Plan were exercised or had vested in full
(ignoring any conditions which may be attached to their exercise); or
	 
	 	8.3.2	 	by a resolution at a meeting of Participants passed by not less than 75 per cent
of the Participants who attend and vote either in person or by proxy,




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	 	 	and for the purpose of this Rule 8.3 the provisions of the Articles of Association of the
Company relating to shareholder meetings shall apply with the necessary changes.






	8.4	 	Notice of amendments: Participants shall be given written notice of any alteration, deletion
or addition under Rule 8.1 as soon as reasonably practicable after they have been made.
	 
	8.5	 	Prohibited amendment: No alteration shall be made to the Plan if, as a result of the
alteration, the Plan would cease to be an Employees’ Share Scheme.
	 
	9.	 	GENERAL
	 
	9.1	 	Termination of the Plan: The Plan shall terminate following the end of the Plan Period or at
any earlier time by the passing of a resolution by the Board. Termination of the Plan shall
not affect the subsisting rights of Participants.
	 
	9.2	 	The Plan and funding the purchase of Shares: The Company and any Subsidiary of the Company
may provide money to the trustees of any trust or any other person to enable them or him to
acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or
indemnity for those purposes, to the extent permitted by Section 153 of the Companies Act
1985. In addition, the Company may require any Subsidiary to enter into such other agreement
or agreements as it shall deem necessary to oblige such Subsidiary to reimburse the Company
for any other amounts paid by the Company in relation to the Plan, directly or indirectly in
respect of such Subsidiary’s officers or employees. The Company may also enter into a similar
agreement or agreements with any Participating Company or Associated Company which is not a
Subsidiary of the Company.
	 
	9.3	 	Rights of Participants and Eligible Employees: Nothing in the Plan shall be deemed to give
any officer or employee of any Participating Company or Associated Company any right to
participate in the Plan. The rights and obligations of any individual under the terms of his
office or employment with a Participating Company or Associated Company shall not be affected
by his participation in the Plan nor any right which he may have to participate under it. An
individual who participates under the Plan waives all and any rights to compensation or
damages in consequence of the termination of his office or employment with a Participating
Company or Associated Company for any reason whatsoever insofar as those rights arise or may
arise from his ceasing to have rights under or to be entitled to exercise any Award under the
Plan as a result of such termination or from the loss or diminution in value of such rights or
entitlements.
	 
	9.4	 	Articles of Association: Any Shares acquired on the exercise of Awards shall be subject to
the Articles of Association of the Company as amended from time to time.
	 
	9.5	 	Governing Law: These Rules shall be governed by and construed in accordance with the law of
England. All Participants, the Company and any other Participating Company or Associated
Company shall submit to the jurisdiction of the English courts in relation to anything arising
under the Plan.




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APPENDIX




DEFINITIONS




	 	 	 
	Appendix

	 	this appendix which forms part of the Rules;
	 
	 	 
	Associated Company

	 	in relation to the Company:
	 
	 	 
	 

	 	(i)  any company which has Control of the Company;

	 
	 	 
	 

	 	(ii)  any company (other than a Participating
Company) which is under the Control of any company
referred to in paragraph (i) above;

	 
	 	 
	 

	 	(iii) a body corporate which is a subsidiary
undertaking (within the meaning of section 1162 of
the Companies Act 2006) of a Participating
Company or any company referred to in paragraph
(i) or (ii) above and has been designated by the
Board for this purpose; and

	 
	 	 
	 

	 	(iv) any other body corporate in relation to which
a body corporate within paragraph (i), (ii), or
(iii) above is able (whether directly or
indirectly) to exercise 20% or more of its equity
voting rights and has been designated by the Board
for this purpose;

	 
	 	 
	Award

	 	An award is a contingent right to acquire shares
which is either subsisting or is proposed to be
granted and may take the form of:
	 
	 	 
	 

	 	(a) an option with or without an Option Price
(“Option”) or

	 
	 	 
	 

	 	(b) a contingent right to acquire shares at no
cost (“Contingent Award”);

	 
	 	 
	Award Exercise Date

	 	the date when the exercise of an Award is
effective because it complies with Rules 5.2 and
5.3;






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	Award Vesting Date

	 	the date when the Award vests because it complies
with Rule 5.3;
	 
	 	 
	Board

	 	the board of directors of the Company;
	 
	 	 
	the Company

	 	British Sky Broadcasting Group plc (registered no.
2247735);
	 
	 	 
	Control

	 	has the meaning given by Section 995 of the Income
Tax Act 2007;
	 
	 	 
	Date of Grant

	 	the date on which the Grantor grants an Award by
the execution of a deed under Rule 2.5;
	 
	 	 
	Dealing Day

	 	any day on which the London Stock Exchange is open
for the transaction of business;
	 
	 	 
	Dividend Equivalent

	 	a benefit calculated by reference to dividends
paid on Shares as described in Rule 2.6;
	 
	 	 
	Eligible Employee

	 	any person who at the Date of Grant is an employee
of a Participating Company (including an executive
director of the Company);
	 
	 	 
	Employees’ Share Scheme

	 	the meaning given by Section 1166 of the Companies
Act 2006;
	 
	 	 
	Grantor

	 	in relation to an Award, the person who has
granted that Award which may be the Company, an
employees’ trust or any other person;






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	Model Code

	 	the Model Code for transactions in securities by
directors and certain employees of listed
companies issued by the UK Listing Authority from
time to time;
	 
	 	 
	Normal Vesting Date

	 	the date or dates specified pursuant to Rule 4.1.1
determining when an Award will become exercisable
or vest but for the operation of Rules 4.2 to 4.5;
	 
	 	 
	Option Price

	 	an amount, if any, payable on the exercise of an
Option as determined by the Remuneration Committee
on or before the Date of Grant;
	 
	 	 
	Participant

	 	any Eligible Employee to whom an Award has been
granted, or (where the context requires) his
personal representatives;
	 
	 	 
	Participating Company

	 	(i) the Company; and

	 
	 	 
	 

	 	(ii) any other company which is a Subsidiary of
the Company;

	 
	 	 
	Performance Period

	 	the period over which any condition imposed under
Rule 2.3 is expected to be measured at the Date of
Grant on the basis that Rules 4.2 to 4.5 will not
apply;
	 
	 	 
	Plan

	 	the British Sky Broadcasting Group 2008 Long-Term
Incentive Plan in its present form or as from time
to time amended in accordance with the Rules;
	 
	 	 
	Plan Period

	 	the period starting on the date the Plan is
approved by the Company in general meeting and
ending on the tenth anniversary of that date;






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	Remuneration Committee

	 	a duly authorised remuneration committee of the
Board the majority of whose members are
non-executive directors;
	 
	 	 
	Rules

	 	these rules as amended from time to time;
	 
	 	 
	Share

	 	a fully paid ordinary share in the capital of the
Company;
	 
	 	 
	Subsidiary

	 	a company as defined by Section 1159 of the
Companies Act 2006;
	 
	 	 
	Tax Liability

	 	in relation to a Participant, the amount of all
taxes and/or national insurance contributions or
any other contributions which any Participating
Company and/or Associated Company is required to
account for in respect of an Award;
	 
	 	 
	Variation

	 	any variation to the equity share capital of the
Company including (without limitation) a
capitalisation issue, an offer or invitation made
by way of rights, a subdivision, a consolidation
or reduction.






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