EXHIBIT
10.10


 


EQUIFAX INC.


 


2008 Omnibus Incentive Plan


 


Rules of the 2008 Sub-Plan
for UK Participants


 


1.         General


 


This
schedule to the Equifax Inc. 2008 Omnibus Incentive Plan (the “Plan”) sets out
the rules of the 2008 Sub-Plan for UK Participants (the “Sub-Plan”).  This Sub-Plan applies to any grant of Options
under the Plan to a UK Participant unless the applicable Option Agreement
otherwise provides.


 


2.         Purpose of Sub-Plan


 


The
purpose of the Sub-Plan is to enable the grant to, and subsequent exercise by,
an Eligible Employee in the UK on a tax favoured basis, of Options to acquire
Shares in the Company under the Plan.


 


This
plan has been established under the terms of the Plan in order to ensure that
Options granted under the Plan are capable of being granted under a share
option plan approved under Schedule 4. It is intended that this Sub-Plan will
qualify as an HM Revenue & Customs approved Company Share Option Plan.


 


3.         Rules of Sub-Plan


 


The
rules of the Plan, in their present form and as amended from time to time,
shall, with the modifications set out in this schedule, form the rules of
the Sub-Plan.  If there is any conflict
between the rules of the Plan and this Sub-Plan, the rules of this
Sub-Plan shall prevail.


 


The
Sub-Plan shall form part of the Plan and not a separate and independent plan.


 


4.         Interpretation


 


In
the Sub-Plan, unless the context otherwise requires, the following words and
expressions have the following meanings:


 


	
  “Acquiring
  Company” 

  	
  a
  company which obtains Control of the Company in the circumstances referred to
  in rule 13 of the Sub-Plan;

  
	
   

  	
   

  
	
  “Approval
  Date”

  	
  the
  date on which the Sub-Plan is approved by HM Revenue & Customs under
  Schedule 4;

  
	
   

  	
   

  
	
  “Associated
  Company”

  	
  the
  meaning given to that expression by paragraph 35 of Schedule 4;

  
	
   

  	
   

  
	
  “Close
  Company”

  	
  the
  meaning given to that expression by section 414(1) of ICTA, as qualified
  by paragraph 9(4) of Schedule 4;

  
	
   

  	
   

  
	
  “Control”

  	
  the
  meaning given to that word by section 995 of ITA and “Controlled” shall be
  construed accordingly;

  
	
   

  	
   

  
	
  “CSOP Code”

  	
  the
  meaning given to that expression by section 521(3) of ITEPA;

  
	
   

  	
   

  
	
  “Date
  of Grant”

  	
  the
  date on which an Option is granted;

  
	
   

  	
   

  
	
  “Eligible
  Employee”

  	
  a
  Participant, as defined in section 2(s) of the Plan, who is:

  
	
   

  	
   

  
	
   

  	
  (a) an
  employee (other than one who is also a director) of a Participating Company
  in the Sub-Plan, or

  



 


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  (b) a
  director (other than a non-executive director) of a Participating Company in
  the Sub-Plan who is contracted to work at least 25 hours per week for the
  Participating Company (exclusive of meal breaks);

  
	
   

  	
   

  
	
   

  	
  and
  who in either case, is not precluded by paragraph 9 of Schedule 4 from
  participating in the Sub-Plan;

  
	
   

  	
   

  
	
  “Exercise
  Price”

  	
  the
  price per share, as determined by the Committee and set out in the Option
  Agreement, at which a Participant may acquire shares on the exercise of an
  Option, being not less than:

  
	
   

  	
   

  
	
   

  	
  (a)   the
  Market Value of a Share on the Date of Grant and

  
	
   

  	
   

  
	
   

  	
  (b)   if
  higher and the Shares are to be subscribed, the nominal value of a share;

  
	
   

  	
   

  
	
  “ICTA”

  	
  the  Income and Corporation Taxes Act 1988;

  
	
   

  	
   

  
	
  “ITA”

  	
  the
  Income Tax Act 2007;

  
	
   

  	
   

  
	
  “ITEPA”

  	
  the
  Income Tax (Earnings & Pensions) Act 2003;

  
	
   

  	
   

  
	
  “Group
  Member”

  	
  a
  Participating Company or a body corporate (within the meaning of section 1159
  of the Companies Act 2006) or the Company’s holding company or a subsidiary
  of the Company’s holding period or any Jointly Owned Company;

  
	
   

  	
   

  
	
  “Jointly
  Owned Company”

  	
  a
  company owned by the Company jointly with another person (within the meaning
  of paragraph 34(5) of Schedule 4) and any company controlled by such
  jointly owned company, in each case to which HM Revenue & Customs
  has confirmed the Plan and this Sub-Plan may extend;

  
	
   

  	
   

  
	
  “Key
  Feature”

  	
  the
  meaning given to that expression in paragraph 30(4) of Schedule 4;

  
	
   

  	
   

  
	
  “Market
  Value”

  	
  notwithstanding
  section 2(p) of the Plan, in relation to a Share on any day:

  
	
   

  	
   

  
	
   

  	
  (a)  if
  at the relevant time the Shares are listed on the New York Stock Exchange,
  either

  
	
   

  	
   

  
	
   

  	
  (i)    the
  closing middle market quotation of that day or the immediately preceding day
  or,

  
	
   

  	
   

  
	
   

  	
  (ii)   an
  average of their closing middle market quotations over a maximum of five
  consecutive dealing days immediately preceding either of the dates referred
  to in (a) above; or

  
	
   

  	
   

  
	
   

  	
  (b)  if the Shares are not listed on the New York
  Stock Exchange, the Market Value shall be determined in accordance with
  Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in
  advance with the Shares & Assets Valuation division of HM
  Revenue & Customs;

  
	
   

  	
   

  
	
  “Material
  Interest”

  	
  the
  meaning given to that expression by paragraph 10 of Schedule 4;

  
	
   

  	
   

  
	
  “Member of a Consortium”

  	
  the
  meaning given to that expression by paragraph 36(2) of Schedule 4;

  
	
   

  	
   

  
	
  “New Option”

  	
  an
  option granted by way of exchange under rule 13 of this Sub- Plan;

  



 


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  “New Shares”

  	
  the
  shares subject to a New Option referred to in rule 13 of this Sub-Plan;

  
	
   

  	
   

  
	
  “Option”

  	
  a
  subsisting right to acquire Shares granted under the Sub-Plan;

  
	
   

  	
   

  
	
  “Option
  Agreement”

  	
  the
  agreement between the Company and the Participant specifying the terms and
  conditions of the Option;

  
	
   

  	
   

  
	
  “Ordinary
  Share Capital”

  	
  the
  meaning given to that expression by section 989 of ITA;

  
	
   

  	
   

  
	
  “Participant”

  	
  an
  individual who holds an Option or, where the context permits, his legal
  personal representatives;

  
	
   

  	
   

  
	
  “Participating
  Company”

  	
  the
  Company and any of its Subsidiaries;

  
	
   

  	
   

  
	
  “Relevant
  Tax”

  	
  any
  tax, national insurance, social security or other levy arising on or in
  connection with the exercise of an Option for which the person entitled to
  the Option is liable and for which any Group Member is liable, required or
  otherwise obliged, to account to any relevant authority (including, without
  limitation, any secondary Class 1 (employer’s) national insurance
  contributions covered by any agreement or election entered into pursuant to
  rule 9.4 but excluding any such secondary Class 1 (employer’s)
  national insurance contributions which are not covered by such an agreement
  or election);

  
	
   

  	
   

  
	
  “Retirement”

  	
  means
  retirement from the Group Member which employs the Participant, and for the
  purposes of paragraph 35A of Schedule 4 shall mean retirement at a specified
  age which shall be 55.

  
	
   

  	
   

  
	
  “Shares”

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

  
	
   

  	
   

  
	
  “Schedule
  4”

  	
  means
  Schedule 4 of ITEPA; and

  
	
   

  	
   

  
	
  “Subsidiary”

  	
  the
  meaning given by section 1159 of the Companies Act 2006.

  



 


In
this schedule, unless the context otherwise requires:


 


·             words and
expressions not defined above have the same meanings as are given to them in
the Plan;


 


·             the rule headings
are inserted for ease of reference only and do not affect their interpretation;


 


·             a reference
to a rule is a reference to a rule of the Sub-Plan;


 


·             the singular
includes the plural and vice versa and the masculine includes the feminine; and


 


·             a reference
to a statutory provision is a reference to a United Kingdom statutory provision
and includes any statutory modification, amendment or re-enactment thereof.


 


5.             Companies
participating in Sub-Plan


 


The
companies participating in the Sub-Plan shall be the Company and any Subsidiary
that the Company Controls.


 


6.             Shares used in
Sub-Plan


 


The
Shares shall form part of the Ordinary Share Capital of the Company and shall
at all times comply with the requirements of paragraphs 16-20 of Schedule 4.


 


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7.             Grant of Options


 


7.1   An Option granted under the Sub-Plan shall be granted under and
subject to the rules of the Plan, subject to the following amendments.


 


7.2   No Option shall be granted to an Eligible Employee at any time if
it would result in the aggregate Market Value of the Shares which he may
acquire in pursuance of rights obtained under the Sub-Plan and the aggregate
market value (determined at the relevant Date of Grant) of shares which the
Eligible Employee could acquire by the exercise of a subsisting option granted
under any other share option plan approved under Schedule 4 and established by
the Company or by any Associated Company and not exercised, to exceed or
further exceed £30,000 or such other limit contained from time to time in
paragraph 6(1) of Schedule 4.


 


7.3   For the purposes of rule 7.2 above, if the Market Value of
the Share is expressed in a currency other than pounds sterling it shall be
converted into pounds sterling at the appropriate exchange rate for that
currency as published by the Financial Times on the Date of Grant of the
relevant Option.


 


7.4   If the Committee grants an Option under this Sub-Plan which is
inconsistent with rule 7.2 above, the Option granted under this Sub Plan
will be limited and will take effect from the Date of Grant on a basis
consistent with the provisions of rule 7.2.


 


7.5   If the Committee grants an Option under this Sub-Plan that does
not meet the requirements of Schedule 4, the Option will be deemed to not have
been granted.


 


7.6   Shares placed under Option under the Sub Plan shall be taken into
account for the purpose of section 6 of the Plan.


 


7.7   An Option may not be granted under this Sub-Plan earlier than the
Approval Date.


 


7.8   An Option cannot be granted to an individual who is not an
Eligible Employee at the Date of Grant.


 


7.9   Subject to section 15 of the Plan, an Option shall be personal to
the Eligible Employee to whom it is granted and, shall not be capable of being
transferred, charged or otherwise alienated and shall lapse immediately if the
Participant purports to transfer, charge or otherwise alienate the Option.


 


7.10 References in section 15 of the Plan to transfers by will or the
laws of descent, and to the Committee’s power to permit a transfer for the
benefit of a family member, shall be disregarded for the purposes of the
Sub-Plan.


 


8.             Identification of Options


 


8.1           An Option Agreement issued in respect of an
Option shall expressly state that it is issued in respect of an Option governed
by this Sub-Plan. An Option that is not so identified shall not constitute an
Option governed by this Sub-Plan.


 


8.2           An Option Agreement issued in respect of an
Option shall state:


 


8.2.1        the Date of Grant of the Option;


 


8.2.2        the number of Shares over which the Option has been granted
to the Participant;


 


8.2.3        the Exercise Price per Share which for the avoidance of doubt
shall not be less than the Market Value at the Date of Grant;


 


8.2.4        that as a condition of the exercise of an Option the
Participant has an obligation to indemnify Group Members for any Relevant Tax
and whether the participant is required to enter into the agreement or election
referred to in rule 7.2;


 


8.2.5        the first date on which any part of the Option becomes
capable of exercise and any subsequent dates on which the remaining part of the
Option becomes capable of exercise;


 


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8.2.6        any Performance Goals or other condition imposed on the
exercise of the Option; and


 


8.2.7        the date on which the Option will lapse.


 


9.             Exercise of Options


 


9.1           A Participant may only exercise an Option, in whole or in
part, by completing and returning a notice of exercise in accordance with the
method prescribed by the Committee and agreed with the UK HM Revenue &
Customs and paying the Exercise Price for each Share to be acquired under the
Option in cash or by cheque or wire transfer and which sum may be paid out of funds provided to
the Participant on loan by a bank, broker or other person.  Notwithstanding section 19 of the Plan, the
amount may not be paid by the transfer to the Company of Shares or any other
shares or securities.


 


9.2           The Company has established a
cashless exercise facility to enable Participants to provide funds to pay the
aggregate Exercise Price or Relevant Tax by:


 


9.2.1        authorising the deduction of the
necessary amount from the Participant’s salary payment next following the
exercise of the Option; or


 


9.2.2        executing a form of instruction (in such
form as the Committee may from time to time determine) authorising a
representative to act as the Participant’s agent and to sell on his/her behalf
either all of the Shares acquired on exercise of the Option or only such number
of the Shares (rounded up to the nearest whole Share) as will be required to
cover the aggregate Exercise Price, the Relevant Tax due to be reimbursed or
paid to a Group Member pursuant to Rule 10, together with any fees and
commissions arising in connection with the exercise of the Option and sale of
the Shares acquired.  Once the requisite
number of Shares has been sold and these requirements met in full, the
Participant will receive a share certificate in respect of the balance of
Shares remaining (if appropriate) and/or a cheque or bank transfer in respect
of the balance of monies (if any) left after sale of all or the requisite
number of Shares as aforesaid; or


 


9.2.3        implementing any other arrangements from
time to time determined by the Committee and agreed in advance with HM Revenue &
Customs.


 


9.3           An
Option may not be exercised if the Participant then has, or has had within the
preceding twelve months, a Material Interest in a Close Company which is the
Company or any company which has Control of the Company or which is a Member of
a Consortium which owns the Company.


 


9.4           The
Committee may make the exercise of an Option conditional upon the Participant
having entered into an agreement or election pursuant to paragraphs 3A or 3B of
Schedule 1 to the Social Security Contributions and Benefits Act 1992.


 


10.          Tax Liability


 


A Participant shall be responsible for, and shall indemnify all
relevant Group Members against, all Relevant Tax relating to his exercise of
the Option.  Any Group Member may
withhold an amount equal to such Relevant Tax from any amounts due to the
Participant (to the extent such withholding is lawful) and/or make any other
arrangements as it considers appropriate to ensure recovery of such Relevant
Tax including, without limitation, the withholding and sale of sufficient
Shares acquired pursuant to the exercise of the Option, in satisfaction of the
Relevant Tax liability, to realise an amount equal to the Relevant Tax (and the
payment of that amount to the relevant authorities in satisfaction of the
Relevant Tax).


 


11.          Issue or transfer of
Shares on exercise of Options


 


11.1         The
Company shall, as soon as reasonably practicable and in any event not later
than thirty (30) days after the date of exercise of an Option, issue or
transfer to the Participant, or procure the issue or transfer to the
Participant of, the number of Shares specified in the notice of exercise and
shall deliver to the Participant, or procure the delivery to the Participant
of, a share certificate or other document evidencing title to such Shares
together with, in the case of the partial exercise of an Option, an Option
Agreement in respect of, or the original 


 


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Option Agreement endorsed to show, the unexercised part of the Option,
subject only to compliance by the Participant with the rules of the
Sub-Plan and to any delay necessary to complete or obtain:


 


11.1.1      the
listing of the Shares on any stock exchange on which Shares are then listed;
and


 


11.1.2      such
registration or other qualification of the Shares under any applicable law, rule or
regulation as the Company determines is necessary or desirable.


 


11.2         Shares
issued on the exercise of an Option shall rank equally in all respects with
Shares in issue on the date that the Option is exercised.  A Participant shall not rank for any rights
attaching to Shares by reference to a record date preceding the date that the
Option is exercised.  In respect of
Shares transferred on the exercise of an Option, the Participant shall be
entitled to all rights attaching to such Shares by reference to a record date
on or after the date that the Option is exercised but shall not be entitled to
rights before such date.


 


12.          Termination of employment


 


12.1         Except
as provided in this rule 12, or rule 13 of the Sub-Plan, the Option
will expire and will not be exercisable after termination of the Participant’s
employment with the Participating Company.


 


12.1.1      Elimination
of Position which shall be taken to be the same as redundancy within the
meaning of the Employment Rights Act 1996. Except as provided in rule 13
of the Sub-Plan, if the termination of the Participant’s employment results
from the Company’s elimination of the position held by the Participant, then
the Participant will continue to have the right to exercise the Option with
respect to that portion of the number of Shares for which the Option was vested
and exercisable on the date of the Participant’s termination of employment and any
remaining portion of the option shall be forfeited and cancelled.  Except as provided in rule 12.1.4 below,
the right to exercise the vested portion of the Option will continue until the
last day of the one-year period commencing on the date of termination of
employment.


 


12.1.2      Retirement.  Subject to rule 12.1.3 below and except
as provided in rule 13 of the Sub-Plan, if the termination of the
Participant’s employment results from the Participant’s Retirement, then the
Option will continue to vest in accordance with the original vesting schedule
detailed in the Option Agreement as if the Participant had remained actively
employed; provided, that upon the Participant’s death, all vesting will cease
and the Option will be exercisable with respect to that portion of the Shares
for which the Option is vested and exercisable on the date of the Participant’s
death and the remaining portion shall be forfeited and cancelled.


 


The Participant will continue to have the
right to exercise the Option with respect to that portion of the Shares for
which the Option is vested and exercisable from time to time until the last day
of the sixty (60) month period following the Participant’s Retirement.


 


12.1.3      Disability.  Except as provided in rule 13 of the
Sub-Plan, if the termination of the Participant’s employment results from the
Participant’s disability, then the Participant will continue to have the right
to exercise the Option with respect to that portion of the Shares for which the
Option was vested and exercisable on the last date of the Participant’s
employment and the remaining portion shall be forfeited and cancelled. Except
as provided in rule 12.1.4 below, the right to exercise the vested portion
of the Option will continue until the last day of the sixty (60) month period
following the last date of the Participant’s employment.


 


12.1.4                  Death.


 


(i)            Except
as provided in rule 13 of the Sub-Plan, if the termination of the
Participant’s employment results from the Participant’s death, then the
Participant’s personal representatives shall be entitled to exercise the Option
with respect to that portion of the Shares for which the Option was vested and
exercisable on the date of the Participant’s death and the remaining portion
shall be forfeited and cancelled.  The right
to exercise the vested portion of the Option will continue until the last day
of the twelve (12) month period following the Participant’s death.


 


(ii)           If
the Participant dies following termination of employment and prior to the
expiration of any remaining period during which the Option may be exercised in
accordance with rules 12.1.1, 12.1.2, 12.1.3, or rule 13 of the
Sub-Plan, the remaining period during which the Option will be exercisable (by
the Participant’s personal representatives) will be the greater of (a) the
remaining period under the applicable rules 


 


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referred to above, or (b) six (6) months from the date of
death; provided that under no circumstances will the Option be exercisable
later than the tenth anniversary of the Date of Grant.


 


12.2         No
person shall be treated as
ceasing to hold an office or employment with a Group Member until that person
no longer holds an office or employment with any Group Member.


 


13.          Change in Control


 


13.1         If a Change of Control of the Company occurs while the Participant is
employed by a Participating Company, then the portion of the Option which has
not yet been exercised will become immediately vested and exercisable (the
“Unexercised Portion”) immediately prior to and conditional on the change of
control.


 


If the Unexercised Portion
of the Options continue to remain outstanding after the Change of Control and
if Participant’s employment with the Participating Company terminates after the
date on which the Change of Control occurs for any of the reasons set out in rule 12.1
above, then the Participant (or, if applicable, Participant’s personal
representative) will have the right to exercise the Unexercised Portion.  Except as provided in rule 12.1.4 (ii) above,
that right may be exercised until the earlier of the last day of the sixty (60)
month period following the termination of Participant’s employment or the tenth
anniversary of the Date of Grant.


 


13.2         If a company (the “Acquiring Company”) obtains Control of the Company
as a result of making:


 


13.2.1  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


 


13.2.2  a general offer to acquire all the shares in
the Company of the same class as the Shares,


 


a Participant may, at
any time during the period set out in rule 13.3 of the Sub-Plan, by
agreement with the Acquiring Company, release his Option in whole or in part in
consideration of the grant to him of a new option (“New Option”) which is
equivalent to the Option but which relates to shares (“New Shares”) in:


 


13.2.3   the Acquiring Company;


 


13.2.4   a company which has Control of the Acquiring
Company; or


 


13.2.5  a company which either is, or has Control of,
a company which is a Member of a Consortium which owns either the Acquiring
Company or a company having Control of the Acquiring Company.


 


13.3                 The period referred to in rule 13.2
above is the period determined by the Committee not exceeding six months
beginning with the time when the person making the offer has obtained Control
of the Company and any condition subject to which the offer is made has been
satisfied.


 


13.4                 The New Option shall not be regarded for the
purpose of this rule 13 as equivalent to the Option unless:


 


13.4.1 
the New Shares satisfy the conditions in paragraphs 27(4) of
Schedule 4; and


 


13.4.2 
save for any Performance Goal or other condition imposed on the exercise
of the Option, the New Option will be exercisable in the same manner as the
Option and subject to the provisions of the Sub Plan as it had effect
immediately before the release of the Option; and


 


13.4.3 
the total market value, immediately before the release of the Option, of
the Shares which were subject to the Option is equal to the total market value,
immediately after the grant of the New Option, of the New Shares (market value
being determined for this purpose in accordance with Part VIII of the
Taxation of Chargeable Gains Act 1992); and


 


13.4.4 
the total amount payable by the Participant for the acquisition of the
New Shares under the New Option is equal to the total amount that would have
been payable by the Participant for the acquisition of the Shares under the
Option.


 


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13.5         The
date of grant of the New Option shall be deemed to be the same as the Date of
Grant of the Option.


 


13.6         The
Sub-Plan remains that of the Company after the exchange of Options as detailed
in rule 13.2 has taken place.


 


13.7         In
the application of the Sub-Plan to the New Option, where appropriate,
references to the “Company” and “Shares” shall be read as if they were
references to the company to whose shares the New Option relates and the New
Shares, respectively.


 


13.8         References
in section 18 of the Plan to the assumption of Options by the surviving
corporation following a merger shall apply to the Sub-Plan insofar as the
assumption of the options constitutes an exchange of options that satisfies
this rule 13.4.


 


14.          Amendment of Sub-Plan


 


In addition to the requirements of section 16(c) of the Plan, no
amendment to a Key Feature of the Sub-Plan, whether taking the form of an
amendment of the Plan or this schedule, shall take effect until it has been
approved by HM Revenue & Customs.


 


15.           Adjustment of Options


 


15.1         Notwithstanding
section 16(b), 16(c) and 3(a) of the Plan, no adjustment of an Option
shall take effect until it has been approved by HM Revenue & Customs.


 


15.2         No
adjustment of an Option shall be made under this rule 15 or section 18 of
the Plan except to take account of an event which is a “variation of share
capital” within the meaning of the CSOP Code.


 


16.           Exercise of discretion by
Committee


 


In exercising any discretion which it or they may have under the Plan
or Sub-Plan, the Committee shall act fairly and reasonably.


 


17.           Scheme
Organiser


 


For the purposes of the Sub-Plan, “Company” as defined in section 2(k) of
the Plan shall mean Equifax Inc.


 


18.           Performance
Goals


 


18.1         For the purposes of the Sub-Plan the
following shall be added at the end of the definition of ‘Performance Goals’ in
section 2(t) of the Plan: “any goals the Administrator establishes, must
be:


 


(i)            objective and stated in writing at
the Date of Grant; and


 


(ii)           may not be waived or amended unless
an event occurs which causes the Committee to consider that a waiver of or
amendment to the conditions would be a fairer measure of performance, and the
Committee reasonably considers that a waiver of or amendment to the conditions
would not make the conditions more difficult to satisfy.”


 


19.           Other
amendments to the Plan


 


19.1         The
following provisions of the Plan shall be disregarded for the purposes of
construing this Sub-Plan:


 


	
  19.1.1

  	
   

  	
  all provisions of the
  Plan dealing with:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Incentive Stock
  Options;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stock Appreciation
  Rights;

  



 


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  Performance Shares;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Performance Units;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Restricted Stock;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Restricted
  Stock Units;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dividend Equivalent
  Units;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Annual Incentive
  Awards;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Long Term Incentive
  Awards; and

  



 


19.1.2      section 18(c) of the Plan and all
other references to the cancellation of existing Options in substitution of new
options, and the power of the Committee to modify any Options, other than as
envisaged by rule 15 above.


 


20.       Legal Entitlement


 


20.1         For
the purpose this rule 20, “Employee” means an Eligible Employee.


 


20.2         This
rule 20 applies:


 


20.2.1      whether
the Committee has full discretion in the operation of the Plan and Sub-Plan, or
whether the Committee could be regarded as being subject to any obligations in
the operation of the Plan and Sub-Plan;


 


20.2.2      during
an Employee’s employment or employment relationship; and


 


20.2.3      after
the termination of an Employee’s employment or employment relationship, whether
the termination is lawful or
unlawful.


 


20.3         Nothing
in the Plan or Sub-Plan or in any instrument executed pursuant to it forms part
of the contract of employment or employment relationship of an Employee nor
will it confer on any person any right to continue in employment, nor will it
affect the right of any Group Member to terminate the employment of any person
without liability at any time with or without cause, nor will it impose upon the
Committee or any other person any duty or liability whatsoever (whether in
contract, tort or otherwise) in connection with:


 


20.3.1      the
lapsing of any Option pursuant to
the Plan or Sub-Plan;


 


20.3.2      the
failure or refusal to exercise any
discretion under the Plan or Sub-Plan; and/or


 


20.3.3      an
Employee ceasing to hold office or
employment for any reason whatever.


 


20.4         Options
shall not (except as may be required by taxation law) form part of the
emoluments of individuals or count as wages or remuneration for pension or
other purposes.


 


20.5         The
rights and obligations arising from the employment relationship between the
Employee and any Group Member are separate from, and are not affected by, the
Plan or Sub-Plan.  Participation in the
Plan or Sub-Plan does not create any right to, or expectation of, continued
employment or a continued employment relationship.


 


20.6         Any
Employee who ceases to be an officer or employee with any Group Member as a
result of the termination and/or giving of notice of termination of his office
or employment for any reason and however that termination and/or giving of
notice of termination occurs, whether lawfully or otherwise, shall not be
entitled and shall be deemed irrevocably to have waived any entitlement by way
of damages for dismissal or by way of compensation for loss of office or
employment or otherwise to any sum, damages or other benefits to compensate that
Employee for the loss or alteration of any rights, benefits or expectations in
relation to any Option, the Plan, Sub-Plan or any instrument executed pursuant
to it.


 


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20.7         No
Employee is entitled to participate in the Plan or Sub-Plan, or be considered
for participation in it, at a particular level or at all.  The grant of Options on a particular basis in
any year does not create any right to or expectation of the grant of Options on
the same basis, or at all, in any future year.


 


20.8         Without
prejudice to an Employee’s right to exercise an Option (subject to and in accordance
with the express terms of the Option and the rules), no Employee has any rights
in respect of the exercise or omission to exercise any discretion, or the
making or omission to make any decision, relating to an Option.  Any and all discretions, decisions or
omissions relating to an Option may operate to the disadvantage of the
Employee, even if this could be regarded as capricious or unreasonable, or
could be regarded as in breach of any implied term between the Employee and any
Group Member, including any implied duty of trust and confidence.  Any such implied term is excluded and
overridden by this rule.


 


20.9         No
Employee has any right to compensation for any loss in relation to the Plan or
Sub-Plan, including:


 


20.9.1      any
loss or reduction of any rights or expectations under the Plan or Sub-Plan in
any circumstances or for any reason (including lawful or unlawful termination
of employment or the employment relationship);


 


20.9.2      any
exercise of a discretion or a decision taken in relation to an Option or to the
Plan or Sub-Plan, or any failure to exercise a discretion or take a decision;
and


 


20.9.3      the
operation, suspension, termination or amendment of the Plan or Sub-Plan.


 


20.10       Participation
in the Plan and Sub-Plan is permitted only on the basis that the Employee
accepts all the provisions of the rules, including in particular this
rule.  By participating in the Plan and
Sub-Plan, an Employee waives all rights under the Plan and Sub-Plan, other than
the right to exercise an Option (subject to and in accordance with the express
terms of the Option and the rules), in consideration for, and as a condition
of, the grant of an Option under the Plan and Sub-Plan.


 


20.11       Each
of the provisions of this rule is entirely separate and independent from
each of the other provisions.  If any
provision is found to be invalid then it will be deemed never to have been part
of these rules and to the extent that it is possible to do so, this will
not affect the validity or enforceability of any of the remaining provisions.


 


21.       General


 


21.1         The
Sub-Plan shall terminate upon the tenth anniversary of its approval by the
Company or at any earlier time by the passing of a resolution by the Committee
or an ordinary resolution of the Company in general meeting.  Termination of the Plan shall be without
prejudice to the subsisting rights of Employees.


 


21.2         By
participating in the Sub-Plan, an Employee consents to the holding and
processing of personal data provided by the Employee to the Company for all
purposes relating to the operation of the Sub-Plan, including, but not limited
to administering and maintaining Employee records, providing information to
registrars, brokers, savings carrier or other third party administrators of the
Sub-Plan, providing information to future purchasers of the Company or the
business in which the Employee works and transferring information about the
Participant to a country or territory outside the European Economic Area.


 


21.3         No third party will have any
rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this Sub-Plan (without prejudice to any right of a third party which
exists other than under that Act).


 


21.4         These
rules shall be governed by and construed in accordance with the laws of
England and Wales. Any person referred to in this Sub-Plan submits to the
exclusive jurisdiction of the English courts.


 


THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES


THAT HAVE BEEN OR WILL BE
REGISTERED UNDER THE


SECURITIES ACT OF 1933.


 


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