EX-10.3






Exhibit 10.3






DATED                     2008




RULES OF THE ASPEN INSURANCE

HOLDINGS LIMITED

2008 SHARESAVE SCHEME



 









 





TABLE OF CONTENTS




	 	 	 	 	 

	1. INTERPRETATION
	 	 	1	 
	2. INVITATIONS TO APPLY FOR OPTIONS AND APPLICATIONS FOR OPTIONS
	 	 	7	 
	3. SCALING DOWN
	 	 	11	 
	4. GRANT OF OPTIONS
	 	 	13	 
	5. OVERALL LIMITS ON GRANTS
	 	 	15	 
	6. LAPSE OF OPTIONS
	 	 	16	 
	7. EXERCISE OF OPTIONS
	 	 	17	 
	8. MANNER OF EXERCISE OF OPTIONS
	 	 	22	 
	9. RELATIONSHIP WITH EMPLOYMENT CONTRACT
	 	 	24	 
	10. TAKEOVERS AND LIQUIDATIONS
	 	 	25	 
	11. VARIATION OF SHARE CAPITAL
	 	 	27	 
	12. NOTICES
	 	 	28	 
	13. ADMINISTRATION AND AMENDMENT
	 	 	30	 











 









 








RULES OF THE ASPEN INSURANCE HOLDINGS LIMITED

2008 SHARESAVE SCHEME




Established
by resolution of the shareholders of the Company on 30 April 2008.

Approved by HM Revenue & Customs on 5 September 2008 under
number SRS102954/AJS.





	1.	 	INTERPRETATION
	 
	1.1	 	The following definitions and rules of interpretation apply to these Rules:
	 
	 	 	Adoption Date: the date of the adoption of the Scheme by the Company;
	 
	 	 	Approval Date: the date of the approval of the Scheme by HMRC under Schedule 3;
	 
	 	 	Associate: has the meaning given to “associate” in paragraph 14 of Schedule 3;
	 
	 	 	Associated Company: has the meaning given in paragraph 47 of Schedule 3, which may be
summarised, as at the Adoption Date, as providing that a company is an associated company
of another at any time if:






	 	(a)	 	at that time, one has control of the other, or both are under the control of
the same person or persons; or
	 
	 	(b)	 	at any time in the previous year, one had control of the other, or both were
under the control of the same person or persons.






	 	 	In this definition, “control” has the meaning given in section 416(2) to (6) of the Income
and Corporation Taxes Act 1988.
	 
	 	 	Auditors: the auditors of the Company, or, if the Company does not have auditors, the
Company’s accountants at the relevant time (acting as experts and not as arbitrators).
	 
	 	 	Board: the board of directors of the Company or a committee of directors appointed by that
board to carry out any of its functions under the Scheme.
	 
	 	 	Bonus Date: whichever of the following applies:






	 	(a)	 	where the relevant Savings Arrangement provides for the payment of a maximum
bonus, the earliest date on which the maximum bonus is payable; or
	 
	 	(b)	 	in any other case, the earliest date on which a bonus is payable under the
relevant Savings Arrangement.





 









 






	 	 	Company: Aspen Insurance Holdings Limited incorporated and registered in Bermuda;
	 
	 	 	Constituent Company: any of the following:






	 	(a)	 	the Company; and
	 
	 	(b)	 	any Eligible Company nominated by the Board to be a Constituent Company at
the relevant time.






	 	 	Continuous Service: the period of continuous service of an employee or director with
any Constituent Company (including service with that company before it became a Constituent
Company).
	 
	 	 	If an employee or director has been absent from service with a relevant company for any
reason (while remaining an employee or director of that company), or by reason of maternity
leave, and has since returned to service with a relevant company, that period of absence
shall be deemed to form part of that person’s Continuous Service.
	 
	 	 	Any period of service during which a person served as a director shall only count towards
Continuous Service if the director was required during that period to devote at least 25
hours per week (excluding meal breaks) to his duties;
	 
	 	 	Control: has the meaning given in section 719 of ITEPA 2003. Controlled shall be
interpreted accordingly. Note that “control” and “controlled” have a different meaning in
the definition of “Associated Company” and in rule 7.7;
	 
	 	 	Date of Grant: the date on which an Option is, was, or is to be granted under the Scheme;
	 
	 	 	Dealing Day: a day on which the investment exchange on which Shares are listed and/or
traded is open for the transaction of business;
	 
	 	 	Eligible Company: any company of which the Company has Control;
	 
	 	 	Eligible Employee: any employee or director of a Constituent Company:






	 	(a)	 	who does not have a Material Interest (either on his own or together with one
or more of his Associates), and has not had such an interest at any time in the 12
months up to the Date of Grant on which any relevant Options may be granted;
	 
	 	(b)	 	who has no Associate or Associates which has or (taken together) have a
Material Interest, or had such an interest at any time in the 12 months up to the Date
of Grant on which any relevant Options may be granted;




 









 






	 	(c)	 	who, if a director of a Constituent Company, is required to devote at least
25 hours per week (excluding meal breaks) to his duties;
	 
	 	(d)	 	who, on the relevant Date of Grant, will have Continuous Service equal to or
greater than 3 months or any other minimum period which may be specified by the Board
under rule 2.4(g) on or before the relevant Invitation Date;
	 
	 	(e)	 	whose earnings from office or employment are (or would be if there were any)
general earnings to which section 15 ITEPA 2003 applies (earnings for a year when the
employee is resident in the UK) and those general earnings are (or would be if there
are any) earnings for a tax year in which the individual is ordinarily resident in the
UK; and
	 
	 	(f)	 	who has not given or received notice to terminate his employment (and/or
office, if any) which will have the effect that he will no longer be an employee or
full-time director of any Constituent Company on the relevant Date of Grant;






	 	 	Exercise Price: the price (which shall be in pounds sterling) at which each Share subject
to an Option may be acquired on the exercise of that Option, which (subject to rule 11):






	 	(a)	 	if Shares are to be newly issued to satisfy the exercise of the Option, may
not be less than the nominal value of a Share;
	 
	 	(b)	 	may not be less than 80 per cent of the Market Value of a Share on the
relevant Invitation Date;






	 	 	Existing Option: an option or any other right to acquire or receive Shares granted under
any Share Incentive Scheme (including the Scheme), which remains capable of exercise, or in
the case of options or rights that do not require exercise, remains capable of
satisfaction;
	 
	 	 	Grantor: the person granting an Option, which may be:






	 	(a)	 	the Company; or
	 
	 	(b)	 	the trustees of an employee benefit trust authorised by the Board to grant
Options at the relevant time; or
	 
	 	(c)	 	any other person so authorised;






	 	 	HMRC: HM Revenue & Customs;




 









 






	 	 	Invitation Date: a date on which invitations to apply for Options are, were, or are to be
issued under the Scheme;
	 
	 	 	ITEPA 2003: the Income Tax (Earnings and Pensions) Act 2003;
	 
	 	 	Key Feature: any provision of the Scheme which is necessary to meet the requirements of
Schedule 3;
	 
	 	 	Market Value: whichever of the following applies:






	 	(a)	 	on any day:






	 	(i)	 	before any applicable regulations for the determination of market
value are made under section 272(3) and 272(4) of the Taxation of Chargeable
Gains Act 1992 (as amended by Schedule 26 of the Finance Act 2007); and
	 
	 	(ii)	 	on any day while the relevant shares are listed on the New York
Stock Exchange, at the discretion of the Board, either:
	 
	 	(iii)	 	the middle market quotation for a share on the New York Stock
Exchange on the last Dealing Day before that day; or
	 
	 	(iv)	 	the average of the middle market quotations on the New York Stock
Exchange for a share for the three immediately preceding Dealing Days;






	 	 	 	in either case converted into Pounds Sterling at the noon buying rate in New York
City for cable transfers payable in Pounds Sterling as certified for customs
purposes by the Federal Reserve Bank for that day; or
	 
	 	(b)	 	on any day:






	 	(i)	 	while the relevant shares are listed on the New York Stock Exchange
or listed on any recognised stock exchange (as defined in section 1005 of the
Income Taxes Act 2007, as amended by Schedule 26 to the Finance Act 2007); and
	 
	 	(ii)	 	when regulations for the determination of market value made under
section 272(3) and 272(4) of the Taxation of Chargeable Gains Act 1992 (as
amended by Schedule 26 to the Finance Act 2007) (Valuation Regulations) apply
in respect of the relevant shares,






	 	 	 	the value determined using a method approved by the Board which HMRC agrees is
compatible with the Valuation Regulations; or





 









 






	 	(c)	 	on any day when neither paragraph (a) nor paragraph (b) of this definition
applies, the market value of a share, determined under the applicable provisions of
Part VIII of the Taxation of Chargeable Gains Act 1992, as agreed with HMRC Shares and
Assets Valuation (before the relevant Date of Grant, and, if possible, before the
relevant Invitation Date, where Market Value on an Invitation Date is being determined
for the purpose of setting the Exercise Price);






	 	 	Material Interest: has the meaning given in paragraph 12 of Schedule 3;
	 
	 	 	Model Code: the model code set out in the Listing Rules issued by the Financial Services
Authority acting as the United Kingdom Listing Authority (or any successor body carrying
out the same functions), as it is in force at the relevant time;
	 
	 	 	Option: a right to acquire Shares granted under the Scheme which has neither lapsed nor
been fully exercised;
	 
	 	 	Option Certificate: a certificate setting out the terms of an Option, issued under rule
4.6;
	 
	 	 	Option Holder: an individual who holds an Option or, where applicable, his personal
representatives;
	 
	 	 	Redundancy: has the meaning given by the Employment Rights Act 1996 or the Employment
Rights (Northern Ireland) Order 1996;
	 
	 	 	Repaid Amount: The amount actually received by way of repayments of contributions and
payments of bonus or interest (if any) under the Savings Arrangement linked to the relevant
Option. The Repaid Amount shall be taken to exclude the amount of:






	 	(a)	 	any bonus or interest, if, for the relevant Option, the Repayment is not to
be taken to include a bonus under rule 4.3;
	 
	 	(b)	 	any contribution paid directly to the savings provider by the Option Holder,
other than any contribution made:






	 	(i)	 	under special arrangements relating to absence from the Option
Holder’s office or employment; or
	 
	 	(ii)	 	after cessation of the Option Holder’s relevant office or
employment, in the same monthly amount and at the same interval as
contributions made previously by deduction from the Option Holder’s pay under
the Scheme; and





 









 






	 	(c)	 	any contribution made in advance, if the due date of payment for that
contribution under the Savings Arrangement falls or would have fallen more than one
month after the date on which the Repaid Amount was paid to the Option Holder;






	 	 	Repayment: whichever of the following applies:






	 	(a)	 	in relation to any Option for which repayment under the linked Savings
Arrangement shall be taken as including a bonus, the aggregate of:






	 	(i)	 	the maximum amount of the contributions repayable under the Savings
Arrangement; and
	 
	 	(ii)	 	the amount of any bonus and/or interest payable under the Savings
Arrangement at the Bonus Date; and






	 	(b)	 	in relation to any Option for which repayment under the linked Savings
Arrangement shall be taken as not including a bonus, the maximum amount of the
contributions repayable under the Savings Arrangement;






	 	 	Retirement: ceasing employment with the intention of retiring;
	 
	 	 	Rollover Period: any period during which Options may be exchanged for options over shares
in another company (under paragraph 38 of Schedule 3, rule 10.4 and rule 10.5);
	 
	 	 	Savings Arrangement: a certified savings arrangement (as defined in section 703 of the
Income Tax (Trading and Other Income) Act 2005) which has been approved by an officer of
HMRC for the purposes of Schedule 3;
	 
	 	 	Schedule 3: Schedule 3 to ITEPA 2003, which provides for the approval of SAYE option
schemes by HMRC;
	 
	 	 	Scheme: the employee share option Scheme constituted and governed by these rules, as
amended from time to time;
	 
	 	 	Scheme-related Employment: the office or employment by virtue of which any person is or was
eligible to become an Option Holder;
	 
	 	 	Share Incentive Scheme: any arrangement to provide employees and/or directors with shares;
	 
	 	 	Shares: ordinary shares in the Company (subject to rule 11) that meet the requirements of
paragraphs 18 to 22 of Schedule 3;




 









 






	 	 	Specified Age: 65, which shall be the specified age for the purposes of the Scheme, under
paragraph 31 of Schedule 3.






	1.2	 	Headings shall not affect the interpretation of these rules.
	 
	1.3	 	A reference to one gender in these rules shall include a reference to the other.
	 
	1.4	 	Words in the singular in these rules shall include the plural and vice versa.
	 
	1.5	 	A reference to a statute or a statutory provision in these rules is a reference to it
as in force at the relevant time, taking account of any amendment, extension or re-enactment,
and includes any subordinate legislation in force and made under it.
	 
	2.	 	INVITATIONS TO APPLY FOR OPTIONS AND APPLICATIONS FOR OPTIONS
	 
	2.1	 	Subject to the limitations and conditions of this Scheme, the Board may issue
invitations to apply for Options at any time.
	 
	2.2	 	On each occasion that the Board decides to issue invitations to apply for Options,
the Board shall determine (in its absolute discretion):






	 	(a)	 	whether or not Repayments will be taken to include a bonus for Options
granted as a result of the invitations. If the Board determines that Repayments will
be taken to include a bonus, that determination may be subject to alteration if
applications are scaled down under rule 3. The Board should note that (as at the
Adoption Date) a seven year Option will be over the same number of Shares as a five
year Option with the same monthly savings, if Repayments are not taken as including a
bonus;
	 
	 	(b)	 	whether to invite applications for three year Options, five year Options or
seven year Options (or Options of such other standard periods as may be available
under the HM Treasury specifications for Savings Arrangement in force at the relevant
time), or to offer those receiving invitations a choice between two or more of those
Option periods;
	 
	 	(c)	 	the minimum monthly contribution to be made to a Savings Arrangement linked
to any Option granted as a result of the invitations, being an amount which is
neither:






	 	(i)	 	less than £5 (or such other minimum as may be specified in the HM
Treasury specifications for Savings Arrangements in force at the relevant
time); nor
	 
	 	(ii)	 	more than £10 (or such other amount as may be specified in paragraph
25(3)(b) of Schedule 3 at the relevant time);




 









 












	 	(d)	 	whether to impose a limit on the number of Shares that may be made subject to
Options granted as a result of the invitations and if so:






	 	(i)	 	what that limit will be; and
	 
	 	(ii)	 	whether the threshold value for the purposes of scaling down under
rule 3(d), will be £5 or some other value within the range of £40 to £200
specified by the Board under this rule 2.4(d).






	 	 	 	In making their decisions under this rule 2.2(d), the Board shall consider the
constraints imposed by rule 5 and any plans to make further invitations under the
Scheme or to make future awards under any other Share Incentive Scheme that is
subject to a limit similar to rule 5; and
	 
	 	(e)	 	whether to specify a minimum period of Continuous Service different from the
default period of 6 months for the purposes of defining who will be an Eligible
Employee. Any such period may not be longer than five years (or such other maximum
period as may be specified in paragraph 6(2)(b) of Schedule 3 at the relevant time).






	2.3	 	On each occasion that the Board decides to issue invitations to apply for Options,
those invitations:






	 	(a)	 	shall be in a form approved by the Board;
	 
	 	(b)	 	shall be sent to all Eligible Employees;
	 
	 	(c)	 	at the discretion of the Board, may also be sent to any other employee
(including any employee who is also a director) of a Constituent Company who:






	 	(i)	 	does not have a Material Interest (either on his own or together with
one or more of his Associates), and has not had such an interest at any time
in the 12 months up to the Date of Grant on which Options may be granted as a
result of those invitations; and
	 
	 	(ii)	 	has no Associate or Associates which has or (taken together) have a
Material Interest, or had such an interest at any time in the 12 months up to
the Date of Grant on which Options may be granted as a result of those
invitations;






	 	(d)	 	shall comply with rule 2.4;




 









 






	 	(e)	 	shall be accompanied by invitations to apply to enter into appropriate
Savings Arrangements with a Savings Arrangement provider selected by the Board; and
	 
	 	(f)	 	shall include a statement that:






	 	(i)	 	each invitation is subject to these rules, the relevant Savings
Arrangement prospectus, Schedule 3 and any other legislation applying to SAYE
option schemes approved under Schedule 3; and
	 
	 	(ii)	 	those provisions shall prevail over any conflicting statement.






	2.4	 	Each invitation shall set out (without limitation):






	 	(a)	 	the minimum monthly contribution determined by the Board under rule 2.2(c);
	 
	 	(b)	 	the Exercise Price for Options granted as a result of the invitations, or the
method by which that Exercise Price will be notified to those receiving invitations;
	 
	 	(c)	 	whether Repayments will be taken to include a bonus (subject to rule 3);
	 
	 	(d)	 	any limit on the number of Shares that may be placed under Option as a result
of the invitations specified under rule, and, if there is such a limit:






	 	(i)	 	that applications will be scaled down in accordance with rule 3 if
applications are received in excess of that limit; and
	 
	 	(ii)	 	the amount of the threshold value for the purposes of scaling down
under rule 3(d), if a value other than £5 is specified by the Board under rule
2.2(d);






	 	(e)	 	whether applications may be made for three year Options, five year Options or
seven year Options (or Options of such other standard periods as may be available
under the HM Treasury Savings Arrangement specifications in force at the relevant
time) or any specified combination of Option periods (subject to rule 3);
	 
	 	(f)	 	that, to be considered for the grant of Options, completed applications
should be received by the Board, or any person nominated to receive applications on
behalf of the Board, by 5 pm on the day falling 14 days after the Invitation Date; and
	 
	 	(g)	 	any minimum period of Continuous Service which applies for the purpose of
determining who is an Eligible Employee on the Invitation Date.





 









 






	2.5	 	Any accidental failure or omission to deliver an invitation to any Eligible Employee
shall not invalidate the grant of Options.
	 
	2.6	 	Each application for an Option:






	 	(a)	 	shall be in a form approved by the Board;
	 
	 	(b)	 	shall state the period of the Option applied for (subject to possible
amendment to a shorter Option period under rule 3);
	 
	 	(c)	 	shall incorporate or be accompanied by a duly completed application form to
enter into a Savings Arrangement with a Savings Arrangement provider selected by the
Board, in which the applicant agrees to make a monthly contribution of a specified
amount (subject to possible amendment to a lesser amount under rule 3) which shall be:






	 	(i)	 	a multiple of £1;
	 
	 	(ii)	 	not less than the minimum determined under rule 2.2(c) and
	 
	 	(iii)	 	when aggregated with contributions made by the applicant under any
other Savings Arrangements linked to SAYE option schemes approved under
Schedule 3, not more than £250 (or such other amount as may be specified by
paragraph 25(3)(a) of Schedule 3 at the relevant time),






	 		 	over the necessary savings period given the period of the Option applied for
(subject to possible amendment to a shorter Option period under rule 3);
	 
	 	(d)	 	if a limit has been specified under rule 2.2(d), shall include a statement
that, if applications are scaled down under rule 3, the applicant agrees that his
application shall be amended or withdrawn in accordance with the operation of rule 3;
	 
	 	(e)	 	shall authorise and instruct the Board or any person authorised by the Board
to:






	 	(i)	 	deduct from the applicant’s pay the appropriate monthly
contributions; and
	 
	 	(ii)	 	pay those deductions to the relevant Savings Arrangement provider to
meet the applicant’s obligations,





 









 






	 	 	 	under any Savings Arrangement entered into by the applicant as a result of the
application;
	 
	 	(f)	 	shall include the applicant’s agreement to be bound by the terms of this
Scheme; and
	 
	 	(g)	 	shall state that:






	 	(i)	 	the application is subject to these rules, the relevant Savings
Arrangement prospectus, Schedule 3 and any other legislation applying to SAYE
option schemes approved under Schedule 3; and
	 
	 	(ii)	 	those provisions shall prevail over any conflicting statement.






	2.7	 	The Repayment under a Savings Arrangement shall, as nearly as possible, equal the
amount required to be paid to exercise the linked Option in full. Therefore, each application
shall be treated as being for an Option over the largest whole number of Shares which can be
acquired at the relevant Exercise Price with the Repayment under the linked Savings
Arrangement (following adjustment of the application under rule 3, if relevant).
	 
	3.	 	SCALING DOWN
	 
	 	 	If:






	 	(a)	 	the Board has specified a limit under rule 2.2(d) for a particular set of
invitations; and
	 
	 	(b)	 	in response to those invitations the Board receives applications for Options
over a total number of Shares which exceeds that limit,
	 
	 	 	 	the methods of scaling down set out below shall be considered in turn. Each method
shall be applied independently, rather than cumulatively with the preceding methods
in the list. Scaling down shall be undertaken by the first of the following methods
which will ensure that the limit will not be exceeded:






	 	 	if:






	 	(i)	 	Repayments will be taken to include a bonus; and
	 
	 	(ii)	 	the relevant invitations offered a choice of Option periods
including (but not restricted to) any period relating to Savings Arrangements
under which a maximum bonus is payable,





 









 






	 	 	 	any application for a Savings Arrangement under which a maximum bonus is payable
shall be taken instead to be an application for the most similar type of Savings
Arrangement under which the bonus is that payable on the first date on which a
bonus may be paid. As at the Adoption Date, this would affect only applications for
seven year Options, which would be scaled down to applications for five year
Options as a result;
	 
	 	(c)	 	the amount by which the monthly savings contribution specified in each
application exceeds either:






	 	(i)	 	if no other threshold value has been specified by the Board under
rule 2.2(d), £100; or
	 
	 	(ii)	 	if one has been specified, the threshold value specified by the
Board under rule 2.2(d)






	 	 	 	shall be reduced pro rata;
	 
	 	(d)	 	if:






	 	(i)	 	Repayments will be taken to include a bonus; and
	 
	 	(ii)	 	the relevant invitations offered a choice of Option periods
including (but not restricted to) any period relating to Savings Arrangements
under which a maximum bonus is payable,






	 		 	a combination of the methods in rule 3(c) and rule 3(d);
	 
	 	(e)	 	if Repayments would otherwise have been taken to include a bonus for Options
granted as a result of the relevant invitations, the method in rule 3(d) but with
Repayments not taken to include a bonus;
	 
	 	(f)	 	the amount by which the monthly savings contribution specified in each
application exceeds the minimum specified under rule 2.2(c) for the relevant
invitations shall be reduced pro rata;
	 
	 	(g)	 	if:






	 	(i)	 	Repayments will be taken to include a bonus; and
	 
	 	(ii)	 	the relevant invitations offered a choice of Option periods
including (but not restricted to) any period relating to Savings Arrangements
under which a maximum bonus is payable,






	 		 	a combination of the methods in rule 3(c) and rule 3(g);




 









 






	 	(h)	 	if Repayments would otherwise have been taken to include a bonus for Options
granted as a result of the relevant invitations, the method in rule 3(g) but with
Repayments not taken to include a bonus; and
	 
	 	(i)	 	if scaling down cannot be effected either by the method in rule 3(i), or, if
Repayments are not to be taken to include a bonus, by the method in rule 3(g):






	 	(i)	 	some applicants would not be granted Options following scaling down
using the method in this rule 3.1(j);
	 
	 	(ii)	 	the Board, in its absolute discretion, may determine not to continue
with the scaling down operation and that no Options shall be granted as a
result of the relevant invitations; and
	 
	 	(iii)	 	if the Board decides to continue the scaling down operation,
applicants shall be selected by lot, and each selected applicant shall be
taken to apply for an Option of the shortest period offered in the relevant
invitations, based on a monthly savings contribution of the minimum specified
under rule 2.3(c) for the relevant invitations.






	4.	 	GRANT OF OPTIONS
	 
	4.1	 	Subject to the other provisions of this Scheme, Options may be granted as a result of
each set of invitations made under the Scheme. If Options are granted, an Option shall be
granted to each person who made a valid application and who:






	 	(a)	 	is an employee or director of a Constituent Company on the Date of Grant;
	 
	 	(b)	 	does not have a Material Interest (either on his own or together with one or
more of his Associates), and has not had such an interest at any time in the 12 months
up to the Date of Grant; and
	 
	 	(c)	 	has no Associate or Associates which has or (taken together) have a Material
Interest, or had such an interest at any time in the 12 months up to the Date of
Grant.






	4.2	 	Each Option shall be granted over the number of Shares determined for the relevant
application under rule 2.7.
	 
	4.3	 	Whether or not Repayments will be taken to include any bonus will be determined at
the time of grant of each Option in accordance with:






	 	(a)	 	the determination of the Board under rule 2.2(a); and




 









 






	 	(b)	 	the effects of rule 3, if the relevant applications were scaled down.






	4.4	 	Options shall be granted:






	 	(a)	 	unless applications were scaled down under rule 3, not later than 30 days
after the earliest date by reference to which Market Value was determined for the
purpose of setting the Exercise Price; and
	 
	 	(b)	 	if applications were scaled down under rule 3, not later than 42 days after
the earliest date by reference to which Market Value was determined for the purpose of
setting the Exercise Price; and
	 
	 	(c)	 	while the Company is bound by any undertaking or agreement that this should
be the case, not later than 42 days after the Approval Date.






	4.5	 	Options may not be granted:






	 	(a)	 	at any time when that grant would be prohibited by, or in breach of, any:






	 	(i)	 	law; or
	 
	 	(ii)	 	regulation with the force of law; or
	 
	 	(iii)	 	rule of an investment exchange on which Shares are listed or
traded, or any other non-statutory rule with a purpose similar to any part of
the Model Code that binds the Company or with which the Board wishes to
comply; or






	 	(b)	 	before the Approval Date; or
	 
	 	(c)	 	after the tenth anniversary of the Adoption Date.






	4.6	 	Options shall be granted by the Grantor executing a deed in a form approved by the
Board. A single deed of grant may be executed in favour of any number of Option Holders. Each
Option Holder shall be issued with an Option Certificate (in a form approved by the Board) as
soon as possible after the Date of Grant as evidence of the grant of the relevant Option. Each
Option Certificate shall set out (without limitation):






	 	(a)	 	the Date of Grant of the Option;
	 
	 	(b)	 	the number and class of the Shares over which the Option is granted;
	 
	 	(c)	 	the Exercise Price;




 









 






	 	(d)	 	the date after which the Option may be exercised, unless an earlier event
occurs to cause the Option to lapse or to become exercisable. This date shall be the
Bonus Date of the Savings Arrangement linked to the Option;
	 
	 	(e)	 	the date when the Option will lapse, assuming that the Option is not
exercised earlier, no event occurs to cause the Option to lapse earlier and rule 7.9
does not then apply to the Option. This date shall be the date falling six months
after the Bonus Date of the Savings Arrangement linked to the Option;
	 
	 	(f)	 	a statement that:






	 	(i)	 	the Option is subject to these rules, Schedule 3 and any other
legislation applying to SAYE option schemes approved under Schedule 3; and
	 
	 	(ii)	 	those provisions shall prevail over any conflicting statement
relating to the Option’s terms; and






	 	(g)	 	a summary of the following:






	 	(i)	 	rule 6.1 and rule 6.2(j);
	 
	 	(ii)	 	rule 7.11; and
	 
	 	(iii)	 	rule 9.






	4.7	 	No amount shall be paid for the grant of an Option.
	 
	5.	 	OVERALL LIMITS ON GRANTS
	 
	5.1	 	The definition in this rule 5.1 applies in this rule 5:
	 
	 	 	Dilutive Shares: On any date, all shares of the Company which:






	 	(a)	 	have been issued, or transferred out of treasury, on the exercise of options
granted, and in satisfaction of any other awards made, under any Share Incentive
Scheme (including the Scheme) in the shorter of:






	 	(i)	 	the ten years ending on (and including) that date; and
	 
	 	(ii)	 	the period since such shares were first admitted to trading on New
York Stock Exchange;






	 	(b)	 	remain capable of issue, or transfer out of treasury, under any Existing
Options.





 









 






	5.2	 	While the Company is bound by any undertaking or agreement that this should be the
case, no Option shall be granted under rule 4 if that grant would result in the total number
of Dilutive Shares exceeding 10% of the issued share capital of the Company.
	 
	6.	 	LAPSE OF OPTIONS
	 
	6.1	 	Options may not be transferred or assigned or have any charge or other security
interest created over them. An Option shall lapse if the relevant Option Holder (or his
personal representatives) attempts to do any of those things. But, a transfer to an Option
Holder’s personal representatives on the death of the Option Holder will not cause an Option
to lapse.
	 
	6.2	 	An Option shall lapse on the earliest of the following:






	 	(a)	 	any attempted action by the Option Holder (or his personal representatives)
falling within rule 6.1;
	 
	 	(b)	 	the date on which the Option shall lapse, as specified in the Option
Certificate, if the Option Holder is alive at that time;
	 
	 	(c)	 	when the Option Holder’s Scheme-related Employment ceases, if:






	 	(i)	 	the Option may not be exercised after that cessation under any part
of rule 7; and
	 
	 	(ii)	 	the Option Holder is alive immediately after that time.






	 	 	 	This rule 6.2(c) is subject to rule 7.7;
	 
	 	(d)	 	either:






	 	(i)	 	the seventh occasion on which the Option Holder omits to make a
payment under the Savings Arrangement linked to the Option; or
	 
	 	(ii)	 	the giving of notice by the Option Holder to terminate the Savings
Arrangement,






	 	 	 	if that takes place before the Bonus Date of the Savings Arrangement, unless that
non-payment or notice arises:






	 	(iii)	 	when the Option may be exercised under rule 7.3 or rule 7.4, or
rule 7.5 or rule 7.6; or
	 
	 	(iv)	 	on or after the Option Holder’s death; or




 









 






	 	(v)	 	when the Option may be exercised or exchanged under any part of rule
11; or
	 
	 	(vi)	 	when the Option may be exercised under rule 7.8;






	 	(e)	 	at the end of the period during which the Option may be exercised under rule
7.8, if the Option has not been exercised and during that period an event occurred
which falls within rule 6.2(c)(i) or rule 6.2(c)(ii), unless that period ended on the
Option Holder’s death;
	 
	 	(f)	 	at the end of any period during which the Option may be exercised under any
part of rule 7 other than rule 7.8 and rule 7.9, unless that period ended on the
Option Holder’s death;
	 
	 	(g)	 	if the Option Holder has died:






	 	(i)	 	if the Option Holder died before the Bonus Date of the Savings
Arrangement linked to the relevant Option, the date falling 12 months after
the date of death;
	 
	 	(ii)	 	if the Option Holder died on or within six months after the Bonus
Date of the Savings Arrangement linked to the relevant Option, the date
falling 12 months after that Bonus Date;






	 	(h)	 	if any part of rule 10 applies, the time specified for the lapse of the
Option under that part of rule 10;
	 
	 	(i)	 	if rule 7.1(h) applies, the time specified in rule 7.1(h); and
	 
	 	(j)	 	the bankruptcy of the Option Holder.






	7.	 	EXERCISE OF OPTIONS
	 
	7.1	 	No Option may be exercised:






	 	(a)	 	when the Option Holder has a Material Interest (either on his own or together
with one or more of his Associates), or has had such an interest at any time in the
preceding 12 months; or
	 
	 	(b)	 	when any Associate or Associates of the Option Holder has or (taken together)
have a Material Interest, or had such an interest at any time in the preceding 12
months; or
	 
	 	(c)	 	when the Option Holder is not an employee or director of a Constituent
Company, except as permitted by any provision of this Scheme other than




 









 






	 	 	 	any part of rule 10. If the Option Holder is not an employee or director of a
Constituent Company, an Option may be exercised under any part of rule 10 only if
exercise is also permitted at that time under any provision of this Scheme other
than rule 10; or
	 
	 	(d)	 	earlier than the Bonus Date of the Savings Arrangement linked to that Option,
except as permitted by any provision of this Scheme; or
	 
	 	(e)	 	later than six months after the Bonus Date of the Savings Arrangement linked
to that Option, except as permitted under rule 7.9; or
	 
	 	(f)	 	when prohibited by or in breach of any law or regulation with the force of
law; or
	 
	 	(g)	 	when prohibited by or in breach of any rule of an investment exchange on
which Shares are listed or traded, or any provision of a personal dealing code adopted
by the Company, or any other non-statutory rule with a similar purpose to any part of
the Model Code that binds the Company; or
	 
	 	(h)	 	more than once. If an Option is exercised in part only, the unexercised part
of the Option shall lapse immediately after the exercise.






	7.2	 	An Option Holder who is a director or employee of:






	 	(a)	 	a Constituent Company; or
	 
	 	(b)	 	any Associated Company of the Company which is not a Constituent Company;
	 
	 	(c)	 	may exercise an Option at any time during the period starting with the Bonus
Date of the Savings Arrangement linked to that Option and ending on the earlier to
occur of:
	 
	 	(d)	 	the date falling six months after the Bonus Date of the Savings Arrangement
linked to that Option; and
	 
	 	(e)	 	the Option Holder’s death.






	7.3	 	This rule 7.3 is subject to rule 7.7 and applies to any Options held by an Option
Holder who has ceased to hold his Scheme-related Employment:






	 	(a)	 	because of injury; or
	 
	 	(b)	 	because of disability; or
	 
	 	(c)	 	because of Redundancy; or




 









 






	 	(d)	 	because of Retirement on reaching the Specified Age; or






	 	 	An Option to which this rule 7.3 applies may be exercised at any time in the period
starting immediately after the date on which the Scheme-related Employment ceased and
ending on the earliest to occur of:






	 	(e)	 	the date falling six months after the date on which the Scheme-related
Employment ceased;
	 
	 	(f)	 	the date falling six months after the Bonus Date of the Savings Arrangement
linked to that Option; and
	 
	 	(g)	 	the Option Holder’s death.






	7.4	 	This rule 7.4 is subject to rule 7.7 and applies to Options held by any Option Holder
who has ceased to hold his Scheme-related Employment because of Retirement on reaching any age
(other than the Specified Age) at which he is bound to retire in accordance with the terms of
his contract of employment.
	 
	 	 	In this rule 7.4, “any age (other than the Specified Age) at which he is bound to retire in
accordance with the terms of his contract of employment” means any age (other than the
Specified Age) at which, if the relevant Option Holder were to be dismissed by his
employer, it would be possible for retirement to be the reason (or a reason) for that
dismissal under section 98 of the Employment Rights Act 1996.
	 
	 	 	An Option to which this rule 7.4 applies may be exercised at any time in the period
starting immediately after the date of Retirement and ending on the earliest to occur of:






	 	(a)	 	the date falling six months after the date of Retirement;
	 
	 	(b)	 	the date falling six months after the Bonus Date of the Savings Arrangement
linked to that Option; and
	 
	 	(c)	 	the Option Holder’s death.






	7.5	 	This rule 7.5 is subject to rule 7.7 and applies to Options:






	 	(a)	 	held by any Option Holder who has ceased to hold his Scheme-related
Employment because of any reason other than:






	 	(i)	 	any reason listed in rule 7.3; or
	 
	 	(ii)	 	the reason set out in rule 7.4; or




 









 






	 	(iii)	 	misconduct; and






	 	(b)	 	which were granted more than three years before the date on which the Option
Holder’s Scheme-related Employment ceased.






	 	 	An Option to which this rule 7.5 applies may be exercised at any time in the period
starting immediately after the date on which the Scheme-related Employment ceased and
ending on the earliest to occur of:






	 	(c)	 	the date falling six months after the date on which the Scheme-related
Employment ceased;
	 
	 	(d)	 	the date falling six months after the Bonus Date of the Savings Arrangement
linked to that Option; and
	 
	 	(e)	 	the Option Holder’s death.






	7.6	 	This rule 7.6 is subject to rule 7.7 and applies to any Options held by an Option
Holder who has ceased to hold his Scheme-related Employment:






	 	(a)	 	only because it was in a company which has ceased to be an Eligible Company;
or
	 
	 	(b)	 	only because it related to a business or part of a business which was
transferred to a person other than an Associated Company of the Company,






	 	 	if the Option Holder has ceased to hold the office or employment which was (before the date
of cessation of the Scheme-related employment) the Scheme-related employment (the
post-transfer employment) for a reason falling within any of rule 7.3(a), rule 7.3(b), rule
7.3(c), rule 7.3(d) or rule 7.4.
	 
	 	 	An Option to which this rule 7.6 applies may be exercised at any time in the period
starting immediately after the date on which the post-transfer employment ceased and ending
on the earliest to occur of:






	 	(c)	 	the date falling six months after the date on which the post-transfer
employment ceased;
	 
	 	(d)	 	the date falling six months after the Bonus Date of the Savings Arrangement
linked to that Option; and
	 
	 	(e)	 	the Option Holder’s death.




 









 












	7.7	 	No Option Holder shall be treated as ceasing to hold Scheme-related Employment under
any of rule 6.2(c), rule 7.3 or rule 7.4, or rule 7.5 or rule 7.6 until that Option Holder
ceases to hold any office or employment with:






	 	(a)	 	the Company; or
	 
	 	(b)	 	any Eligible Company or other company which is controlled by the Company; or
	 
	 	(c)	 	any company which:






	 	(i)	 	controls the Company; or
	 
	 	(ii)	 	is controlled by a person or persons who also control the Company.
	 
	 	In this rule 7.7, “control” has the meaning given in section 416(2) to (6) of the
Income and Corporation Taxes Act 1988.






	7.8	 	This rule 7.8 applies to Options held by any Option Holder who:






	 	(a)	 	has reached the Specified Age; and
	 
	 	(b)	 	continued to hold his Scheme-related Employment after the date on which he
reached the Specified Age.






	 	 	An Option to which this rule 7.8 applies may be exercised at any time in the period
starting immediately after the date on which the Option Holder reached the Specified Age
and ending on the earliest to occur of:






	 	(c)	 	the date falling six months after the date on which the Option Holder reached
the Specified Age;
	 
	 	(d)	 	the date falling six months after the Bonus Date of the Savings Arrangement
linked to that Option; and
	 
	 	(e)	 	the Option Holder’s death.






	7.9	 	This rule 7.9 applies to Options which were held by any Option Holder at the time of
his death if, at that time:






	 	(a)	 	the Option Holder did not have a Material Interest (either on his own or
together with one or more of his Associates), and had not had such an interest at any
time in the preceding 12 months; and




 









 






	 	(b)	 	no Associate or Associates of the Option Holder had (individually or taken
together) a Material Interest, or had such an interest at any time in the preceding 12
months; and






	 	 	whether or not those Options were capable of exercise under any other provision of the
Scheme at the time of death.
	 
	 	 	An Option to which this rule 7.9 applies may be exercised by the Option Holder’s personal
representatives at any time in the period starting immediately after the date of death and
ending:






	 	(c)	 	if the Option Holder died before the Bonus Date of the Savings Arrangement
linked to that Option, the date falling 12 months after the date of death; or
	 
	 	(d)	 	if the Option Holder died on or within six months after the Bonus Date of the
Savings Arrangement linked to that Option, the date falling 12 months after that Bonus
Date.






	7.10	 	If a Repaid Amount is insufficient to exercise the Option linked to the relevant
Savings Arrangement in full:






	 	(a)	 	the aggregate Exercise Price paid to exercise the Option may not exceed the
Repaid Amount; and
	 
	 	(b)	 	the number of Shares acquired on exercise of the Option may not exceed the
number obtained by dividing the Repaid Amount by the Exercise Price for the Option
and, if the result of that division is not a whole number, rounding it down to the
nearest whole number.






	8.	 	MANNER OF EXERCISE OF OPTIONS
	 
	8.1	 	An Option shall be exercised by the Option Holder giving a written exercise notice to
the Grantor, which shall:






	 	(a)	 	set out the number of Shares over which the Option Holder wishes to exercise
the Option. If that number exceeds the number over which the Option may be validly
exercised at the time (in particular, without limitation, under rule 7.10):






	 	(i)	 	the Option shall be treated as exercised only in respect of that
lesser number; and
	 
	 	(ii)	 	any excess amount paid to exercise the Option or meet any Tax
Liability shall be refunded;




 









 












	 	(b)	 	be made using a form approved by the Board; and
	 
	 	(c)	 	be accompanied by the relevant Option Certificate. If an Option Certificate
has been lost, the relevant Option may still be exercised, but the Grantor may make it
a condition of exercise that the Option Holder shall enter into a formal
acknowledgement that the Option Certificate is lost and a binding undertaking to
return it for cancellation if recovered at a later date.






	8.2	 	Any exercise notice shall be accompanied by payment of an amount equal to the
Exercise Price multiplied by the number of Shares specified in the notice. If the Savings
Arrangement provider permits, payment under rule 8.2 may take the form of a valid direction to
the Savings Arrangement provider to repay to the Grantor the whole amount due to the Option
Holder under the Savings Arrangement linked to the relevant Option. If payment is made in this
way, the Grantor shall pay to the Option Holder any amount by which the payment received by
the Grantor from the Savings Arrangement provider exceeds the aggregate Exercise Price payable
on the exercise of the Option.
	 
	8.3	 	Any exercise notice shall be invalid:






	 	(a)	 	to the extent that it is inconsistent with the Option Holder’s rights under
these rules and the relevant Option; or
	 
	 	(b)	 	if any of the requirements of rule 8. or rule 8.2 are not met; or
	 
	 	(c)	 	if any payment referred to in rule 8.2 is made by a cheque that is not
honoured on first presentation or in any other manner which fails to transfer the
expected value to the Grantor.






	 	 	The Grantor may permit the Option Holder to correct any defect referred to in rule 8.3(b)
or rule 8.3(c) (but shall not be obliged to do so). The date of any corrected exercise
notice shall be the date of the correction rather than the original notice date for all
other purposes of the Scheme.
	 
	8.4	 	Shares shall be allotted and issued (or transferred, as appropriate) within 30 days
after a valid Option exercise, subject to the other rules of this Scheme.
	 
	8.5	 	Except for any rights determined by reference to a date before the date of allotment,
Shares allotted and issued in satisfaction of the exercise of an Option shall rank equally in
all respects with the other shares of the same class in issue at the date of allotment.
	 
	8.6	 	Shares transferred in satisfaction of the exercise of an Option shall be transferred
free of any lien, charge or other security interest, and with all rights attaching to




 









 






	 	 	them, other than any rights determined by reference to a date before the date of transfer.
	 
	8.7	 	If the Shares are listed or traded on any stock exchange, the Company shall apply to
the appropriate body for any newly issued Shares allotted on exercise of an Option to be
listed or admitted to trading on that exchange.
	 
	9.	 	RELATIONSHIP WITH EMPLOYMENT CONTRACT
	 
	9.1	 	The rights and obligations of any Option Holder under the terms of his office or
employment with any company shall not be affected by being an Option Holder.
	 
	9.2	 	The value of any benefit realised under the Scheme by Option Holders shall not be
taken into account in determining any pension or similar entitlements.
	 
	9.3	 	Option Holders and the directors and employees of Constituent Companies and
Associated Companies of the Company (past and present) shall have no rights to compensation or
damages on account of any loss in respect of Options or the Scheme where such loss arises (or
is claimed to arise), in whole or in part, from termination of office or employment with any
company. This exclusion of liability shall apply however termination of office or employment,
or the giving of notice, is caused and however compensation or damages may be claimed.
	 
	9.4	 	Option Holders and the directors and employees of Constituent Companies and
Associated Companies of the Company (past and present) shall have no rights to compensation or
damages on account of any loss in respect of Options or the Scheme where such loss arises (or
is claimed to arise), in whole or in part, from:






	 	(a)	 	any company ceasing to be a Constituent Company; or
	 
	 	(b)	 	any company ceasing to be an Associated Company of the Company; or
	 
	 	(c)	 	the transfer of any business from a Constituent Company to any person which
is neither a Constituent Company nor an Associated Company of the Company; or
	 
	 	(d)	 	the transfer of any business from a Constituent Company to an Associated
Company of the Company which is not a Constituent Company; or
	 
	 	(e)	 	any change to invitations made under the Scheme, including any variation of
their terms or timing, or their complete suspension or termination; or
	 
	 	(f)	 	the lapse of any Option; or
	 
	 	(g)	 	any failure by the Board to nominate an Eligible Company to be a Constituent
Company; or




 









 






	 	(h)	 	any failure by the Board to make an invitation to apply for an Option to any
person who is not at the relevant time an Eligible Employee, where it is in the
Board’s discretion to do so.






	 	 	This exclusion of liability shall apply however the relevant circumstances are caused, and
however compensation or damages may be claimed.
	 
	9.5	 	Each Eligible Employee and each employee of a Constituent Company shall have no right
to receive Options, whether or not he has previously been granted any.
	 
	10.	 	TAKEOVERS AND LIQUIDATIONS
	 
	10.1	 	If any person (in this rule 10.1, the Controller) obtains Control of the Company as
a result of:






	 	(a)	 	making a general offer to acquire the whole of the issued share capital of
the Company which is made on a condition such that, if it is satisfied, the person
making the offer will have Control of the Company; or
	 
	 	(b)	 	making a general offer to acquire all the shares in the Company which are of
the same class as the Shares,






	 	 	then any Option may (subject to rule 7.1, rule 10.4 and rule 10.11) be exercised within six
months after the time when the Controller has obtained Control of the Company and (if
relevant) any condition subject to which the offer is made has been satisfied. Any Option
to which this rule 10.1 applies shall lapse at the end of that period, unless before then
it is exercised or released under rule 10.4.
	 
	10.2	 	Unless the relevant compromise or arrangement makes provision for the replacement of
Options or the compensation of Option Holders which the Auditors have certified in writing to
be fair and reasonable, any Option may be exercised within six months of the date of the court
sanctioning a compromise or arrangement for the reconstruction or amalgamation of the Company,
under section 425 of the Companies Act 1985 (section 899 of the Companies Act 2006 when it
comes into force) (or overseas legislation that HMRC agrees is comparable at that time),
subject to rule 7.1, rule 10.4 and rule 10.11. Any Option to which this rule 10.2 applies
shall lapse at the end of that period, unless before then it is exercised or released under
rule 10.4.
	 
	10.3	 	Any Option may be exercised during the period commencing when any person becomes
bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act 2006 (or
overseas legislation that HMRC agrees is comparable at that time) and continuing for as long
as that person remains so bound or entitled, subject to rule 7.1, rule 10.4 and rule 10.11.




 









 






	10.4	 	If, as a result of:






	 	(a)	 	an event specified in rule 10.1(a); or
	 
	 	(b)	 	an event specified in rule 10.1(b); or
	 
	 	(c)	 	the court sanctioning a compromise or arrangement under section 425 of the
Companies Act 1985 (section 899 of the Companies Act 2006 when comes into force)
(including an event specified in rule 10.2), a company has obtained Control of the
Company, or if a company has become bound or entitled as specified in rule 10.3, each
Option Holder may, by agreement with that company (Acquiring Company) within the
Rollover Period, release each Option (Old Option) for a replacement option (New
Option). A New Option shall:
	 
	 	(d)	 	be over shares which satisfy the requirements of paragraphs 18 to 22 of
Schedule 3 in the Acquiring Company (or some other company falling within paragraph
39(2)(b) of Schedule 3);
	 
	 	(e)	 	be a right to acquire such number of those shares as have, immediately after
grant of the New Option, a total Market Value equal to the total Market Value of the
shares subject to the Old Option immediately before its release;
	 
	 	(f)	 	have an exercise price per share such that the total price payable on
complete exercise of the New Option equals the total price which would have been
payable on complete exercise of the Old Option; and
	 
	 	(g)	 	subject to rule 10.11, be on terms otherwise identical to the Old Option
immediately before the Old Option’s release.






	10.5	 	Any Rollover Period shall have the same duration as the applicable period defined in
paragraph 38(3) of Schedule 3, which may be summarised (as at the Adoption Date) as:






	 	(a)	 	for the purposes of rule 10.1, six months beginning with the time the
Acquiring Company obtains Control and any condition of the relevant offer is met;
	 
	 	(b)	 	for the purposes of rule 10.2 and rule 10.4(c), six months beginning with the
time when the court sanctions the relevant compromise or arrangement;
	 
	 	(c)	 	for the purposes of rule 10.3, while the Acquiring Company is bound or
entitled as specified in that rule; and




 









 






	 	(d)	 	for the purposes of rule 10.4, as determined by reference to whichever of
rule 10.1, rule 10.4(c) or rule 10.3 applies.






	10.6	 	Any New Option granted under rule 10.4 shall be treated as having been acquired at
the same time as the relevant Old Option for all other purposes of the Scheme.
	 
	10.7	 	The Scheme shall be interpreted in relation to any New Options as if references to:






	 	(a)	 	the Company (except for those in the definitions of Constituent Company and
Eligible Company) were references to the Acquiring Company (or to any other company
whose shares are subject to the New Options, as the context may require); and
	 
	 	(b)	 	the Shares were references to the shares subject to the New Options.






	10.8	 	The Company will remain the scheme organiser of the Scheme (as defined in paragraph
2(2) of Schedule 3) following the release of Options and the grant of New Options under rule
10.4.
	 
	10.9	 	The Acquiring Company shall issue (or procure the issue of) an Option Certificate
for each New Option.
	 
	10.10	 	In this rule 10 (other than rule 10.4), a person shall be deemed to have obtained
Control of a company if he, and others acting with him, have obtained Control of it together.
	 
	10.11	 	An event causing the grant of New Options shall not trigger the exercise of those
New Options under rule 10.1, rule 10.2 or rule 10.3.
	 
	10.12	 	If the Company passes a resolution for voluntary winding up, any Option may be
exercised within six weeks after the resolution is passed, failing which it shall lapse at the
end of that period.
	 
	10.13	 	The Board shall notify Option Holders (and Grantors other than the Company) of any
event that is relevant to Options under this rule 10 within a reasonable period after the
Board becomes aware of it.
	 
	11.	 	VARIATION OF SHARE CAPITAL
	 
	 	 	If there is any variation of the share capital of the Company (whether that variation is a
capitalisation issue (other than a scrip dividend), rights issue, consolidation,
subdivision or reduction of capital or otherwise), the number and description of Shares
subject to each Option and/or the Exercise Price of each Option shall be adjusted in a
manner the Board deems appropriate provided that,




 









 






	 	 	while the Scheme is approved under Schedule 3, no such adjustment shall be made without
HMRC’s prior approval.
	 
	12.	 	NOTICES
	 
	12.1	 	Any notice or other communication required or made in connection with any Option or
otherwise under this Scheme shall be in writing and shall be:






	 	(a)	 	delivered personally; or
	 
	 	(b)	 	sent by pre-paid first-class post; or
	 
	 	(c)	 	sent by recorded delivery post; or
	 
	 	(d)	 	sent by commercial courier; or
	 
	 	(e)	 	sent by fax (but fax communications shall only be treated as validly sent if
an appropriate report of successful transmission has been recorded by the sender’s fax
system); or
	 
	 	(f)	 	sent by e-mail (but e-mail communications shall only be treated as validly
sent if an appropriate report of receipt has been returned to the sender by the e-mail
system).






	12.2	 	Communications made in accordance with rule 11.1 shall be addressed to the parties
interested in the Scheme as specified below:






	 	(a)	 	in the case of communications to any Eligible Employee or Option Holder, to:






	 	(i)	 	his work address; or
	 
	 	(ii)	 	his home address, meaning that most recently notified to the sender;
or
	 
	 	(iii)	 	his work fax number; or
	 
	 	(iv)	 	if one has been notified to the sender, his private fax number; or
	 
	 	(v)	 	his work e-mail address; or
	 
	 	(vi)	 	if one has been notified to the sender, his private e-mail address;
and






	 	(b)	 	in the case of communications to an Option Holder who has died (where the
sender has notice of the death), to:





 









 






	 	(i)	 	the Option Holder’s home address, meaning that most recently notified
to the sender; or
	 
	 	(ii)	 	any address or fax number (marked for the attention of any specified
person) or any e-mail address that the Option Holder’s personal
representatives have notified to the Company (and any relevant Grantor other
than the Company) for such communications; and






	 	(c)	 	in the case of communications to the Company, to:






	 	(i)	 	its registered office, marked for the attention of any specified
person, and notified by the Company to the sender; or
	 
	 	(ii)	 	any other address (marked for the attention of any specified person)
that may have been notified by the Company to the sender; or
	 
	 	(iii)	 	any fax number (marked for the attention of any specified person)
that may have been notified by the Company to the sender; or
	 
	 	(iv)	 	any e-mail address that may have been notified by the Company to the
sender; and






	 	(d)	 	in the case of communications to any Grantor other than the Company, to:






	 	(i)	 	any address (marked for the attention of any specified person) that
may have been notified by the Grantor to the sender; or
	 
	 	(ii)	 	any fax number (marked for the attention of any specified person)
that may have been notified by the Grantor to the sender; or
	 
	 	(iii)	 	any e-mail address that may have been notified by the Grantor to
the sender.






	12.3	 	Communications made to any Eligible Employee, Option Holder or Option Holder’s
personal representatives shall be deemed to have been duly received:






	 	(a)	 	if delivered personally, when left at the relevant address; or
	 
	 	(b)	 	if sent by pre-paid first-class post or recorded delivery post, at 12 noon on
the second business day after posting; or
	 
	 	(c)	 	if sent by commercial courier, at the time specified on the signed delivery
receipt;




 









 






	 	(d)	 	if sent by fax, at the time of transmission; or
	 
	 	(e)	 	if sent by e-mail, at the time specified in the relevant report of receipt
returned to the sender.






	12.4	 	Communications sent to the Company or any other Grantor shall:






	 	(a)	 	be duly made only if actually received in accordance with this rule 12; and
	 
	 	(b)	 	shall be treated as made at the time they are received for all purposes of
the Scheme.






	12.5	 	This rule 12 shall not apply to the service of any proceedings or other documents in
any legal action.
	 
	13.	 	ADMINISTRATION AND AMENDMENT
	 
	13.1	 	The Scheme shall be administered under the direction of the Board.
	 
	13.2	 	The Board may amend the Scheme from time to time, but:






	 	(a)	 	while the Company is subject to any requirement, or bound by any agreement,
that this should be the case, no amendment may be made without the prior approval of
the Company in general meeting if it would:






	 	(i)	 	make the terms on which Options may be granted materially more
generous; or
	 
	 	(ii)	 	increase the limit specified in rule 5; or
	 
	 	(iii)	 	expand the class of potential Option Holders; or
	 
	 	(iv)	 	change rule 12 to the benefit of Option Holders,






	 	 	 	unless it is a minor amendment to benefit the administration of the scheme, to take
account of a change in legislation or to obtain or maintain favourable tax,
exchange control or regulatory treatment for Option Holders or for the Company or
any Eligible Company; and
	 
	 	(b)	 	while the Scheme is approved under Schedule 3, no amendment to a Key Feature
shall have effect until approved by HMRC.






	13.3	 	The cost of establishing and operating the Scheme shall be borne by the Constituent
Companies in proportions determined by the Board.




 









 






	13.4	 	The Company shall ensure that at all times:






	 	(a)	 	the Company has sufficient authorised and unissued or treasury Shares
available, taking into account any other obligations of the Company to issue Shares
and to transfer Shares from treasury; and/or
	 
	 	(b)	 	arrangements are in place for any third party to transfer issued Shares,
	 
	 	(c)	 	to satisfy the exercise of all Options of which the Company is the Grantor.






	13.5	 	Each Grantor other than the Company shall at all times:






	 	(a)	 	keep sufficient issued Shares available; and/or
	 
	 	(b)	 	hold sufficient enforceable rights to subscribe for Shares, or to acquire
issued Shares,
	 
	 	(c)	 	to satisfy the exercise of all Options granted by that Grantor.






	13.6	 	The Board shall determine any question of interpretation and settle any dispute
arising under the Scheme (other than any requiring determination by the Auditors). In doing
so, the Board shall exercise its discretion in a manner which is fair and reasonable. In such
matters the Board’s decision shall be final.
	 
	13.7	 	The Company and any other Grantor shall not be obliged to notify any Option Holder
if an Option is due to lapse.
	 
	13.8	 	The Company and any other Grantor shall not be obliged to provide Option Holders
with copies of any materials sent to the holders of Shares.
	 
	13.9	 	The rules of the Scheme shall be governed by, and interpreted in accordance with,
the laws of England. The courts of England and Wales shall have exclusive jurisdiction over:






	 	(a)	 	the rules of the Scheme; and
	 
	 	(b)	 	all Options.