exv10w1






Exhibit 10.1




 






THE WILLIS GROUP HOLDINGS

IRISH SHARESAVE PLAN




AS ASSUMED BY WILLIS GROUP HOLDINGS PUBLIC

LIMITED COMPANY ON [INSERT DATE]




 












 









 








CONTENTS




	 	 	 	 	 
	Rule	 	Page
	1. Definitions And Interpretation

	 	 	3	 
	 
	 	 	 	 
	2. Eligibility

	 	 	4	 
	 
	 	 	 	 
	3. Invitations And Applications

	 	 	5	 
	 
	 	 	 	 
	4. Grant Of Options

	 	 	5	 
	 
	 	 	 	 
	5. Limits And Scaling Down

	 	 	7	 
	 
	 	 	 	 
	6. Exercise Of Options

	 	 	8	 
	 
	 	 	 	 
	7. Take-Over, Reconstruction And Amalgamation, And Liquidation

	 	 	10	 
	 
	 	 	 	 
	8. Adjustment Of Options

	 	 	12	 
	 
	 	 	 	 
	9. Alterations

	 	 	12	 
	 
	 	 	 	 
	10. Miscellaneous

	 	 	13	 






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	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	In this Plan, unless the context otherwise requires:
	 
	 	 	“3-Year Option”, “5-Year Option” and “7-Year Option” have the meanings given in Rule 4.2
below;
	 
	 	 	“Act” means the Taxes Consolidation Act 1997;
	 
	 	 	“Associated Company” means an associated company within the meaning given to that expression
in paragraph 1(1) of Schedule 12A;
	 
	 	 	“the Board” means the board of directors of the Company or a committee appointed by them;
	 
	 	 	“Bonus Date”, in relation to an option, means:






	 	1.1.1	 	in the case of a 3-Year Option, the earliest date on which the bonus is payable,
	 
	 	1.1.2	 	in the case of a 5-Year Option, the earliest date on which the bonus is payable,
	 
	 	1.1.3	 	in the case of a 7-Year Option, the earliest date on which the maximum bonus
is payable,
	 
	 	 	 	and for this purpose “payable” means payable under the Savings Contract made in
connection with the option;






	 	 	“the Company” means Willis Group Holdings Public Limited Company, a company incorporated in
Ireland under registered number 475616;
	 
	 	 	“Constitution” means the Company’s memorandum and articles of association;
	 
	 	 	“Eligible Employee” means an employee or director of a Participating Company eligible to be
granted an option by virtue of satisfying the conditions in Rule 2;
	 
	 	 	“the Grant Date” shall mean the date on which an option is granted in accordance with Rule
3.1;
	 
	 	 	“Group Member” means the Company or any Subsidiary or any Associated Company or any other
company nominated by the Board and approved in writing by the Revenue Commissioners for this
purpose;
	 
	 	 	“Participant” means a person who holds an option granted under this Plan;
	 
	 	 	“Participating Company” means the Company or any Subsidiary of the Company to which the Board
has resolved that this Plan shall for the time being extend;
	 
	 	 	“the Plan” means this Plan, being the Willis Group Holdings Irish Sharesave Plan a sub-plan
to the Willis Group Holdings 2001 Share Purchase and Option Plan, as amended from time to
time;
	 
	 	 	“Rule” means a rule of this Plan;




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	 	 	“Savings Body” means any building society or other institution as defined in section
519(C)(1) of the Act as being a qualifying savings institution with which a Savings Contract
can be made;
	 
	 	 	“Savings Contract” means an agreement to pay monthly contributions under the terms of a
certified contractual savings scheme within the meaning of Schedule 12B;
	 
	 	 	“Schedule 12A” means Schedule 12A to the Act;
	 
	 	 	“Schedule 12B” means Schedule 12B to the Act;
	 
	 	 	“Shares” means the ordinary shares of the Company, nominal value US$0.000115, which satisfy
the conditions of paragraphs 11 to 15 of Schedule 12A;
	 
	 	 	“Specified Age” means 65 years of age or any other age at which a Participant is bound to
retire provided it is not less than 60 or more than pensionable age (within the meaning of
section 2 of the Social Welfare (Consolidation) Act 1993);
	 
	 	 	“Specified Percentage” is 75 per cent or such other percentage as may be specified in the
Act.
	 
	 	 	“Subsidiary” means a body corporate which is a subsidiary of the Company (within the meaning
of section 155 of the Irish Companies Act 1963) and over which the Company has control
(within the meaning of section 432 of the Act);
	 
	 	 	“Tax Liability” means a Participant’s liability to account for any tax, pay related social
insurance, or similar levies in respect of the exercise of an option, where the Participant’s
employer or former employer is liable to make a payment to the appropriate authorities on
account of that liability including, for the avoidance of doubt, any liability arising after
the termination of the Participant’s employment and which may arise or be incurred in any
jurisdiction whatsoever.
	 
	1.2	 	Any reference in this Plan to any enactment includes a reference to that enactment as
from time to time modified, extended or re-enacted.
	 
	2.	 	ELIGIBILITY
	 
	2.1	 	Subject to Rule 2.5 below, an individual is eligible to be granted an option on any day
(“the Grant Date”) if (and only if):-






	 	2.1.1	 	he is on the Grant Date an employee or director of a company which is a
Participating Company; and
	 
	 	2.1.2	 	he either satisfies the conditions specified in Rule 2.2 below or is nominated
by the Board for this purpose.






	2.2	 	The conditions referred to in Rule 2.1.2 above are that the individual:-






	 	2.2.1	 	shall at all times during the qualifying period have been an employee (but not
a director) or a full-time director of the Company or a company which was for the time
being a Subsidiary; and




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	 	2.2.2	 	was at the relevant time chargeable to Irish tax in respect of his employment
or office under Schedule E of the Act.






	2.3	 	For the purposes of Rule 2.2 above, the qualifying period is such period falling
within the 3-year period ending on the Grant Date as the Board may determine; and an
individual shall be treated as a full-time director of a company if he is obliged to devote to
the performance of the duties of his office or employment with the company not less than 25
hours a week.
	 
	2.4	 	Any determination of the Board under paragraph 2.3 above shall have effect in
relation to every individual for the purpose of ascertaining whether he is eligible to be
granted an option on the Grant Date.
	 
	2.5	 	An individual is not eligible to be granted an option at any time if he is at that
time ineligible to participate in this Scheme by virtue of paragraph 8 of Schedule 12A
(eligibility).
	 
	3.	 	INVITATIONS AND APPLICATIONS
	 
	3.1	 	The Board shall ensure that, in relation to the grant of options on any day:






	 	3.1.1	 	every individual who is eligible to be granted an option on that day has been
given an invitation;
	 
	 	3.1.2	 	the invitation specifies a period of not less than 14 days in which an
application for an option may be made; and
	 
	 	3.1.3	 	every eligible individual who has applied for an option as mentioned in Rule
4.1 is in fact granted an option on that day.






	3.2	 	An invitation to apply for an option may be given at any time as the Board may
determine once the Plan has been approved by the Irish Revenue Commissioners under Schedule
12A.
	 
	4.	 	GRANT OF OPTIONS
	 
	4.1	 	Subject to Rule 5, the Board may grant an option to acquire Shares upon the terms set
out in this Plan to any Eligible Employee who has submitted a valid application for an option
and proposed to make a Savings Contract in connection with it (with a Savings Body approved by
the Board) in the form and manner prescribed by the Board and for this purpose an option to
acquire includes an option to purchase and an option to subscribe.
	 
	4.2	 	The type of option to be granted to an individual, that is to say a 3-Year Option, a
5-Year Option or a 7-Year Option, shall be determined by the Board or, if the Board so
permits, by the individual; and for this purpose:-






	 	4.2.1	 	a 3-Year Option is an option in connection with which a three year Savings
Contract is to be made and in respect of which, subject to Rule 5.2.2, the repayment is
to be taken as including the bonus;




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	 	4.2.2	 	a 5-Year Option is an option in connection with which a five year Savings
Contract is to be made and in respect of which, subject to Rule 5.2.2, the repayment is
to be taken as including a bonus other than the maximum bonus; and
	 
	 	4.2.3	 	a 7-Year Option is an option in connection with which a five year Savings
Contract is to be made and in respect of which, subject to Rule 5.2.2, the repayment is
to be taken as including the maximum bonus.






	 	 	Where the type of option to be granted to an individual is determined by the Board, each
individual shall be treated on similar terms.
	 
	4.3	 	The number of Shares in respect of which an option may be granted to any individual
shall be the maximum number which can be paid for, at the price determined under Rule 4.5
below, with monies equal to the repayment due including the bonus payable on the Bonus Date
under the Savings Contract to be made in connection with the option.
	 
	4.4	 	The amount of the monthly contribution under the Savings Contract to be made in
connection with an option granted to an individual shall, subject to Rule 5 below, be the
amount which the individual shall have specified in his application for the option that he is
willing to pay or, if lower, the maximum permitted amount, that is to say, the maximum amount
which:






	 	4.4.1	 	when aggregated with the amount of his monthly contributions under any other
Savings Contract linked to this Plan or to any other savings-related share option plan
approved under Schedule 12A, does not exceed €500 but exceeds a minimum of €12 or
such other maximum or minimum amounts as may for the time being be permitted by
paragraph 25(a) or (b) of Schedule 12A;
	 
	 	4.4.2	 	does not exceed the maximum amount for the time being permitted under the
terms of the Savings Contract; and
	 
	 	4.4.3	 	when aggregated with the amount of his monthly contributions under any other
Savings Contract linked to this Plan, does not exceed any maximum amount determined by
the Board.






	4.5	 	The price at which Shares may be acquired by the exercise of options granted on any
day shall be determined by the Board, provided that:






	 	4.5.1	 	if shares of the same class as those Shares are listed on the New York Stock
Exchange, the price shall not be less than the Specified Percentage of :






	 	(a)	 	the closing price of the Shares quoted in the Wall Street Journal on
such dealing day as the Board may choose provided that such day shall fall
prior to the date on which applications for options must be received by the
Company; or
	 
	 	(b)	 	if that dealing day does not fall within the period of 30 days (or
where Rule 5 applies, 42 days) ending with Date of Grant, the closing price of
the Shares quoted




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	 	 	 	in the Wall Street Journal on the dealing day prior to the Date of Grant or
such other dealing day as may be agreed in writing with the Revenue
Commissioners;






	 	4.5.2	 	and where Rule 4.5.1 does not apply, the price shall not be less than the
Specified Percentage of the market value (within the meaning of section 548 of the Act)
of the Shares as agreed in advance with the Revenue Commissioners;






	4.6	 	If the Board so decides, it may convert the US dollar price determined under Rule 4.5
above into a price denominated in Euros in accordance with the closing mid-point spot rate of
the US dollar against the Euro as quoted in the Financial Times or from such reasonable source
as the Board may select and agree in advance with the Revenue Commissioners from time to time
for the dealing day in relation to which the price is set.
	 
	4.7	 	An option granted to any person:






	 	4.7.1	 	shall not, except as provided in Rule 6.3, be capable of being transferred by him; and
	 
	 	4.7.2	 	shall lapse forthwith if he is adjudged bankrupt.






	5.	 	LIMITS AND SCALING DOWN
	 
	5.1	 	No options shall be granted to acquire a number of shares which exceeds any number
determined by the Board for this purpose.
	 
	5.2	 	If valid applications are received for a total number of shares in excess of any
maximum number of shares determined by the Board pursuant to Rule 5.1 above, the Board shall
scale down applications by taking, at its absolute discretion, any one or more of the
following steps until the number of shares available equals or exceeds such total number of
shares applied for:






	 	5.2.1	 	by treating an application for a 7 year option as an application for a 5-year
option and then, so far as necessary, by reducing the proposed monthly contributions pro
rata to the excess over such amount as the Board shall determine for this purpose being
not less than € 12 or such other minimum amount as may be permitted by paragraph 25 (b)
of Schedule 12A from time to time; or
	 
	 	5.2.2	 	for the purposes of Rule 4.3, the repayment due shall be taken as not
including a bonus and then, so far as necessary, by reducing the proposed monthly
contribution pro rata to the excess over such amount as the Board shall determine for
this purpose being not less than € 12 or such other minimum amount as may be permitted by
paragraph 25 (b) of Schedule 12A from time to time; or
	 
	 	5.2.3	 	by reducing the proposed monthly contributions pro rata to the excess over
such amount as the Board shall determine for this purpose being not less than € 12 or
such other minimum amount as may be permitted by paragraph 25(b) of Schedule 12A from
time to time and then, so far as necessary.




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	5.3	 	If the number of shares available is insufficient to enable an option based on
monthly contributions of €12 a month or such other minimum amount as may be permitted by
paragraph 25(b) of
Schedule 12A from time to time to be granted to each Eligible Employee making a valid
application, the Board may determine in its absolute discretion that no options shall be
granted.
	 
	5.4	 	If the Board so determines, the provisions of Rule 5.2 may be modified or the Board
may apply an alternative method for scaling down, provided such modification or alternative
method has been agreed in advance with the Revenue Commissioners.
	 
	6.	 	EXERCISE OF OPTIONS
	 
	6.1	 	The exercise of any option granted under this Plan shall be effected in the form and
manner prescribed by the Board, provided that the monies paid for Shares on such exercise
shall not exceed the amount of the repayment (including any bonus) made and any interest paid
under the Savings Contract made in connection with the option.
	 
	6.2	 	Subject to Rules 6.3, 6.4, 6.6 and 7, an option granted under this Plan shall not be
capable of being exercised before the Bonus Date.
	 
	6.3	 	Subject to Rule 6.8:






	 	6.3.1	 	if any Participant dies before the Bonus Date, any option granted to him may
(and must, if at all) be exercised by his personal representatives within 12 months
after the date of his death provided that the monies paid for Shares on such exercise
shall not exceed the amount of the repayment made and any interest paid under the
Savings Contract in connection with the option; and
	 
	 	6.3.2	 	if he dies on or within 6 months after the Bonus Date, any option granted to
him may (and must, if at all) be exercised by his personal representatives within 12
months after the Bonus Date provided that the monies paid for Shares on such exercise
shall not exceed the amount of the repayment made and any interest paid under the
Savings Contract in connection with the option;
	 
	 	 	 	provided in either case that his death occurs at a time when he either holds the
office or employment by virtue of which he is eligible to participate in this Plan
or is entitled to exercise the option by virtue of Rule 6.4.






	6.4	 	Subject to Rule 6.8, if any Participant ceases to hold the office or employment by
virtue of which he is eligible to participate in this Plan (otherwise than by reason of his
death), the following provisions apply in relation to any option granted to him:






	 	6.4.1	 	if he so ceases by reason of injury, disability, redundancy within the meaning
of the Redundancy Payments Act 1967 to 2007, or retirement on reaching the Specified
Age, the option may (and subject to Rule 6.3 must, if at all) be exercised within 6
months of his so ceasing provided that the monies paid for Shares on such exercise shall
not exceed the amount of the repayment made and any interest paid under the Savings
Contract in connection with the option;




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	 	6.4.2	 	if he so ceases by reason only that the office or employment is in a company
of which the Company ceases to have control, or relates to a business or part of a
business which is transferred to a person who is neither an Associated Company of the
Company nor a company of which the Company has control, the option may (and subject to
Rule 6.3 must, if at all) be exercised within 6 months of his so ceasing provided that
the monies paid for Shares on such exercise shall not exceed the amount of the repayment
made and any interest paid under the Savings Contract in connection with the option;
	 
	 	6.4.3	 	if he so ceases by reason of retirement at early retirement with the agreement
of the employer, or pregnancy, but in each case only if such cessation of office or
employment is more than three years after the Grant Date, the option may (and subject to
Rule 6.3 must if at all) be exercised within 6 months of his so ceasing provided that
the monies paid for Shares on such exercise shall not exceed the amount of the repayment
made and any interest paid under the Savings Contract in connection with the option;
	 
	 	6.4.4	 	if he so ceases for any other reason within three years of the Grant Date, the
option may not be exercised at all.






	 	 	A Participant shall not be treated for the purposes of Rules 6.3 and 6.4 above as ceasing to
hold the office or employment by virtue of which he is eligible to participate in this Scheme
until he ceases to hold an office or employment in the Company or any Associated Company or
company of which the Company has control, and a female Participant who ceases to hold the
office or employment by virtue of which she is eligible to participate in this Scheme by
reason of pregnancy or confinement and who exercises her right to return to work under The
Maternity Protection Acts 1994 and 2004 before exercising her option shall be treated for the
purposes of Rule 6.4 above as not having ceased to hold that office or employment.
	 
	6.5	 	Subject to Rule 6.8, if, at the Bonus Date, a Participant holds an office or
employment with a company which is not a Participating Company but which is an Associated
Company or a company of which the Company has control, any option granted to him may (and
subject to Rule 6.3 must, if at all) be exercised within 6 months of the Bonus Date.
	 
	6.6	 	Subject to Rule 6.8, where any Participant continues to hold the office or employment
by virtue of which he is eligible to participate in this Plan after the date on which he
reaches the Specified Age, he may exercise any option within 6 months of that date to the
extent of the repayment due under the Savings Contract on the date on which he reaches the
Specified Age.
	 
	6.7	 	Subject to Rule 6.3, an option shall not be capable of being exercised later than
6 months after the Bonus Date.
	 
	6.8	 	Where, before an option has become capable of being exercised, the Participant gives
notice that he intends to stop paying monthly contributions under the Savings Contract made in
connection with the option, or is deemed under its terms to have given such notice, or makes
an application for repayment of the monthly contributions paid under it, the option may not be
exercised at all.
	 
	6.9	 	An option shall not be capable of being exercised more than once.




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	6.10	 	A Participant shall not be eligible to exercise an option at any time:






	 	6.10.1	 	unless, subject to Rules 6.3, 6.4, 6.5 and 6.6 above, he is at that time a
director or employee of a Participating Company;
	 
	 	6.10.2	 	if he is not at that time eligible to participate in this Plan by virtue of
paragraph 8 of Schedule 12A (eligibility).






	6.11	 	Within 30 days after an option has been exercised by any person, the Board shall
allot to him (or a nominee for him) or, as appropriate, procure the transfer to him (or a
nominee for him) of the number of Shares in respect of which the option has been exercised,
provided that the Board considers that the issue or transfer of those Shares would be lawful.
	 
	6.12	 	All Shares allotted under this Plan shall rank equally in all respects with Shares
of the same class then in issue except for any rights attaching to such Shares by reference to
a record date before the date of the allotment.
	 
	6.13	 	If the Company or a Participating Company is obliged to account for any Tax
Liability for which the Participant in question is liable in respect of an option and neither
the Company or any other Participating Company is able to withhold the appropriate amount from
the Participant’s remuneration, or alternatively, if the Company has not received a payment
from the Participant in satisfaction of the whole Tax Liability then the Company shall be
entitled to discharge such tax liability as has not been so satisfied by selling, with the
consent in writing of the Participant, such number of Shares in respect of which the option
has been validly exercised as are required to satisfy the remaining Tax Liability and transfer
the balance of the Shares to the Participant.
	 
	7.	 	TAKE-OVER, RECONSTRUCTION AND AMALGAMATION, AND LIQUIDATION
	 
	7.1	 	If any person obtains control of the Company as a result of making a general offer to
acquire the whole of the issued ordinary 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 to acquire all the shares in the Company which are of the same class as the Shares,
subject to Rules 6.3, 6.4, 6.7 and 6.8, any option may be exercised within 6 months after that
person has obtained control of the Company and any condition subject to which the offer is
made has been satisfied.
	 
	7.2	 	For the purposes of Rule 7.1, a person shall be deemed to have obtained control of
the Company if he and others acting in concert with him have together obtained control of it.
	 
	7.3	 	If under section 201 of the Companies Act 1963 (or any other relevant legislation)
the court sanctions a compromise or arrangement proposed for the purposes of, or in connection
with, a scheme for the reconstruction of the Company or its amalgamation with any other
company or companies, subject to Rules 6.3, 6.4, 6.7 and 6.8, any option may be exercised
within six months of the court sanctioning the compromise or arrangement but to the extent
that it is not exercised within that period shall (notwithstanding any other provision of this
Plan) lapse on expiration of that period.




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	7.4	 	If a resolution for the voluntary winding-up of the Company is passed, subject to
Rules 6.3, 6.4, 6.7 and 6.8, any option may be exercised within 6 months from the date of the
passing of the resolution but to the extent that it is not exercised within that period shall
(notwithstanding any other provision of this Plan) lapse on expiration of that period.
	 
	7.5	 	If any person becomes bound or entitled to acquire Shares under section 204 of the
Companies Act 1963 (or any other equivalent legislation) subject to Rules 6.3, 6.4, 6.5, 6.6,
6.7, and 6.8, any option may be exercised at any time when that person remains so bound or
entitled but to the extent that it is not exercised within that period shall (notwithstanding
any other provision of this Plan) lapse on the expiration of that period.
	 
	7.6	 	If any company (“the Acquiring Company”):






	 	7.6.1	 	obtains control of the Company as a result of making-






	 	(a)	 	a general offer to acquire the whole of the issued ordinary share
capital of the Company which is made on a condition such that if it is
satisfied the acquiring company will have control of the Company, or
	 
	 	(b)	 	a general offer to acquire all the Shares in the Company which are of
the same class as the Shares which may be acquired by the exercise of options
granted under this Plan, or






	 	7.6.2	 	obtains control of the Company in pursuance of a compromise or arrangement
sanctioned by the court under section 201 of the Companies Act 1963 (or under any other
equivalent legislation), or
	 
	 	7.6.3	 	becomes bound or entitled to acquire Shares in the Company under section 204
of the Companies Act 1963 (or under any other equivalent legislation),






	 	 	any Participant may at any time within the appropriate period (which expression shall be
construed in accordance with paragraph 16(2) of Schedule 12A), by agreement with the
Acquiring Company, release any option which has not lapsed (“the old option”) in
consideration of the grant to him of an option (“the new option”) which (for the purposes of
that paragraph) is equivalent to the old option but relates to Shares in a different company
(whether the Acquiring Company itself or some other company falling within paragraph 11(b) or
(c) of Schedule 12A). Where a Participant does not withdraw his savings or exercise his
options and continues to make Monthly Contributions to his savings contract in the period
following the Acquiring Company’s acquisition of control of the Company he shall be deemed to
have agreed to the exchange of options immediately prior to the end of the earlier of (i) six
months following the Acquiring Company’s acquisition of control of the Company and (ii) two
months from the date the resolution for a voluntary winding up of the Company is passed.
	 
	7.7	 	The new option shall not be regarded for the purposes of Rule 7.6 above as equivalent
to the old option unless the conditions set out in paragraph 16(3) of Schedule 12A are
satisfied, but so that the provisions of this Plan shall for this purpose be construed as if:




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	 	7.7.1	 	the new option were an option granted under this Plan at the same time as the
old option;
	 
	 	7.7.2	 	except for the purposes of the definitions of “Participating Company” and
“Subsidiary” in Rules 1.1, 6.4.2, 6.5 and 6.4.4, the expression “the Company” were
defined as “a company whose Shares may be acquired by the exercise of options granted
under this Plan”;
	 
	 	7.7.3	 	the Savings Contract made in connection with the old option had been made in
connection with the new option;
	 
	 	7.7.4	 	the Bonus Date in relation to the new option were the same as that in relation
to the old option.






	8.	 	ADJUSTMENT OF OPTIONS
	 
	8.1	 	In the event of any variation of the share capital of the Company, the Board may make
such adjustments as it considers appropriate under Rule 8.2.
	 
	8.2	 	An adjustment made under this Rule shall be to one or more of the following:






	 	8.2.1	 	the number of Shares in respect of which any option may be exercised;
	 
	 	8.2.2	 	the price at which Shares may be acquired by the exercise of any option;
	 
	 	8.2.3	 	where any option has been exercised but no Shares have been allotted or
transferred pursuant to the exercise, the number of Shares which may be allotted or
transferred and the price at which they may be acquired.






	8.3	 	At a time when this Plan is approved by the Revenue Commissioners under Schedule 12A,
no adjustment under Rule 8.2 above shall be made without the prior written approval of the
Revenue Commissioners.
	 
	9.	 	ALTERATIONS
	 
	9.1	 	Subject to Rule 9.2 below the Board may at any time alter or add to all or any of the
provisions of the Plan provided that no alteration shall be made at a time when this Plan is
approved by the Revenue Commissioners under Schedule 12A without the prior written approval of
the Revenue Commissioners.
	 
	9.2	 	No alteration or addition shall be made under Rule 9.1 which would abrogate or
adversely affect the subsisting rights of a Participant, unless it is made:






	 	(i)	 	with the consent in writing of such number of Participants as hold options to
acquire not less than 75 per cent of the Shares which would be issued or transferred if
all options granted and subsisting were exercised in respect of the maximum of Shares
the subject thereof; or
	 
	 	(ii)	 	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 purposes of this Rule 9.2 the Participants shall be treated as the holders of a
separate class of share capital and the provisions of the Constitution of the Company (from
time to time in force) relating to class meetings shall apply mutatis mutandis.






	9.3	 	Rule 9.2 shall not apply to any alteration or addition which:






	 	(i)	 	is necessary or desirable in order to comply with or take account of the
provisions of any proposed or existing legislation or law, to take advantage of any
changes to the legislation or law, to take account of any of the events mentioned in
Rule 7, or to obtain or maintain favourable taxation treatment of the Company, any
Subsidiary or any Participant; and
	 
	 	(ii)	 	does not affect the basic principles of the Plan, the calculation of the price
payable per share under an option.






	10.	 	MISCELLANEOUS
	 
	10.1	 	The rights and obligations of any individual under the terms of his office or employment
with the Company or a Subsidiary shall not be affected by his participation in this Plan or
any right which he may have to participate in it, and an individual who participates in it
shall waive all and any rights to compensation or damages in consequence of the termination of
his office or employment for any reason whatsoever insofar as those rights arise or may arise
from his ceasing to have rights under or be entitled to exercise any option as a result of
such termination.
	 
	10.2	 	In the event of any dispute or disagreement as to the interpretation of this Plan,
or as to any question or right arising from or related to this Plan, the decision of the Board
shall be final and binding upon all persons.
	 
	10.3	 	Any notice or other communication under or in connection with this Plan may be given
by such method as the Board may determine to be appropriate which may include but shall not be
limited to:-






	 	10.3.1	 	personal delivery or by sending it by post, in the case of a company to its
registered office, and in the case of an individual to his last known address, or, where
he is a director or employee of the Company or a Subsidiary, either to his last known
home 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;
	 
	 	10.3.2	 	electronic communication; or
	 
	 	10.3.3	 	affixing notices in staff areas of the employee’s place of work.






	10.4	 	Unless the Board determines otherwise, any notice of exercise shall take effect only
when received by the Company.
	 
	10.5	 	This Plan and all the options granted under it shall be governed by and construed in
accordance with the law of Ireland.






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