Exhibit
4.1 


 


	GW
    Pharmaceuticals plc
	 
	 
	long-term
    incentive plan
	 


 


Approved
by shareholders of the Company on 18 March 2008


 


Amended
by the Remuneration Committee on 14 March 2013 and 5 May 2015


 


The
Plan is a discretionary benefit offered by GW Pharmaceuticals plc for the benefit of employees, directors and consultants of its
group. Its main purpose is to increase the interest of such people in GW Pharmaceuticals plc's long-term business goals and performance
through share ownership. The Plan is an incentive for their future performance and commitment to the goals of the GW Pharmaceuticals
group.


 


Shares
purchased or received under the Plan, any cash received under the Plan and any gains obtained under the Plan are not part
of salary for any purpose (except to any extent required by statute).


 


The
Plan is being offered for the first time in 2008 and the Remuneration Committee of the Board of Directors of GW Pharmaceuticals
plc shall have the right to decide, in its sole discretion, whether or not further awards will be granted in the future and to
which eligible persons those awards will be granted.


 


Participation
in the Plan is an investment opportunity distinct from any employment contract and entails the risks associated with an investment.
An individual who participates in the Plan is treated as being aware of such risks and accepts such risks of his own free will.


 


The
detailed rules of the Plan are set out overleaf.


 




    	 



    	 



    

  


CONTENTS


 





	Rule	 	 	Page
	 	 	 	 
	1.	DEFINITIONS
    AND INTERPRETATION	 	2
	 	 	 	 
	2.	ELIGIBILITY	 	4
	 	 	 	 
	3.	Investment
    Shares	 	5
	 	 	 	 
	4.	GRANT OF
    awards	 	6
	 	 	 	 
	5.	LIMITS	 	8
	 	 	 	 
	6.	VESTING
    OF AWARDS	 	10
	 	 	 	 
	7.	consequences
    of vesting	 	12
	q	 	 	 
	8.	Exercise
    of options	 	13
	 	 	 	 
	9.	Cash alternative	 	14
	 	 	 	 
	10.	Lapse of
    Awards	 	15
	 	 	 	 
	11.	Leavers	 	16
	 	 	 	 
	12.	TAKEOVERS
    and other corporate events	 	17
	 	 	 	 
	13.	ADJUSTMENT
    OF AWARDS	 	20
	 	 	 	 
	14.	ALTERATIONS	 	20
	 	 	 	 
	15.	MISCELLANEOUS	 	21
	 	 	 	 
	SCHEDULE
    1 - CASH CONDITIONAL AWARDS	 	25
	 	 	 	 
	SCHEDULE
    2 - EMI AWARDS	 	26



 








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	1.	DEFINITIONS
    AND INTERPRETATION


 


	1.1	In
    the Plan, unless the context otherwise requires:


 


"AIM
Rules" means the rules published by the London Stock Exchange governing its Alternative Investment Market;


 


"Award"
means a Performance Award or a Matching Award in the form of a Conditional Award or an Option;


 


"Board"
means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person;


 


"Code"
means the United States Internal Revenue Code, as the same may be amended from time to time and any successor thereto;


 


"Committee"
means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 12 (Takeovers
and other corporate events), the remuneration committee of the Board as constituted immediately before such event occurs;


 


"Company"
means GW Pharmaceuticals plc (registered in England and Wales with registered number 4160917);


 


"Conditional
Award" means a conditional right to acquire Shares granted under the Plan which is designated as a conditional award
under Rule 4.2 (Type of Award);


 


"Connected
Person" means an individual who is a an employee or director (including a non-executive director) of, or a Consultant
to, a Group Company;


 


"Consultant"
means an individual who is contracted to provide services to a Participating Company or a Group Company (as applicable) and who
is not an employee or director of that company;


 


"Control"
means control within the meaning of section 719 of ITEPA;


 


"Dividend
Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule 4.4;


 


"Early
Vesting Date" means either:


 


		(a)	the
                                         date of cessation of employment of a Participant in the circumstances referred to in
                                         Rules 11.1 (Good leavers); or



 


		(b)	the
                                         date of Vesting referred to in Rule 12.1 (General offers), Rule 12.2 (Schemes
                                         of arrangement and winding up) or Rule 12.3 (Demergers and similar events)
                                         (as applicable);



 


"Eligible
Person" means an individual who is an employee or director (including a non-executive director) of, or a Consultant to,
a Participating Company;


 


"Exercise
Period" means the period referred to in Rule 7.2 during which an Option may be exercised;


 




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"Fair
Market Value" means, with respect to a Share, as of any date (i) if the Shares are admitted to trading on a securities
exchange, the closing price of a Share on the preceding day on such securities exchange or, if no such sale is reported on that
date, on the last preceding date on which a sale was so reported; (ii) if the Shares are not at the time listed or admitted to
trading on a stock exchange, the closing average of the closing bid and asked price of a Share on the preceding day in the over-the-counter
market, as such price is reported in a publication of general circulation selected by the Committee and regularly reporting the
market price of the Shares in such market; or (iii) if the Shares are not listed or admitted to trading on any stock exchange
or traded in the over-the-counter market, as determined by the Committee in good faith using a reasonable application of a reasonable
valuation method.


 


"Grant
Date" means the date on which an Award is granted;


 


"Group
Member" means:


 


		(a)	a
                                         Participating Company or a body corporate which is the Company's holding company (within
                                         the meaning of section 736 of the Companies Act 1985) or a Subsidiary of the Company's
                                         holding company;



 


		(b)	a
                                         body corporate which is a subsidiary undertaking (within the meaning of section 258 of
                                         that Act) of a body corporate within paragraph (a) above and has been designated by the
                                         Board for this purpose; and



 


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



 


"ITEPA"
means the Income Tax (Earnings and Pensions) Act 2003;


 


"Investment
Shares" means Shares acquired pursuant to Rule 3 (Investment Shares) and any further Shares added to a holding
of Investment Shares under Rule 3.4 (Variation of share capital – Investment Shares);


 


"London
Stock Exchange" means London Stock Exchange plc or any successor to that company;


 


"Matching
Award" means an Award designated as a Matching Award under Rule 4.2 (Type of Award);


 


"Normal
Vesting Date" means the date on which an Award Vests under Rule 6.1 (Timing of Vesting: Normal Vesting Date),
in the absence of an Early Vesting Date; 


 


"Option"
means a right to acquire Shares granted under the Plan which is designated as an option under Rule 4.2 (Type of Award);


 


"Option
Price" means the amount, if any, payable per Share on the exercise of an Option;


 


"Participant"
means in the case of a Performance Award, such Eligible Person to whom a Performance Award is granted, and, in the case of a Matching
Award, a person who acquires Investment Shares pursuant to Rule 3 (Investment Shares) including, in either case, his personal
representatives;


 


"Participating
Company" means the Company or any Subsidiary of the Company;


 


"Performance
Award" means an Award designated as a Performance Award under Rule 4.2 (Type of Award);


 


"Performance
Condition" means a condition related to performance which is specified by the Committee under Rule 4.1 (Terms of grant);


 




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"Plan"
means the GW Pharmaceuticals plc Long-Term Incentive Plan as amended from time to time;


 


"Regular
Option" means an Option other than a Short-Term Option;


 


"Return
Date" means the date by which an invitation issued under Rule 3.2 (Invitations in respect of Investment Shares)
must be returned to the Company;


 


"Rule"
means a rule of the Plan;


 


"Section
409A" means Section 409A of the Code and the Treasury Regulations and other guidance published by the United States Treasury
Department and the United States Internal Revenue Service with respect thereto.


 


"Shares"
means fully paid ordinary shares in the capital of the Company;


 


"Short-Term
Deferral Period" means the short-term deferral period (within the meaning of Code Section 409A and Treas. Regs. §1.409A-1(b)(4));


 


"Short-Term
Option" is an Option which may not be exercised later than the end of the Short-Term Deferral Period in relation to that
Option;


 


"Subsidiary"
means a body corporate which is a subsidiary (within the meaning of section 736 of the Companies Act 1985);


 


"Tax
Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and
for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were
not to) account for to any relevant authority;


 


"Treasury
Regulations" or "Treas. Regs." means the United States Treasury Regulations, as the same may be amended
from time to time and any successor thereto;


 


"US
Taxpayer" means a person who is subject to the federal income tax laws of the United States;


 


"Vest"
means:


 


		(d)	in
                                         relation to a Conditional Award, a Participant becoming entitled to have Shares transferred
                                         to him (or his nominee) subject to the Rules;



 


		(e)	in
                                         relation to an Option, it becoming exercisable (subject to the conditions contained in
                                         Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues),



 


and
Vesting shall be construed accordingly;


 


"Vested
Shares" means those Shares in respect of which an Award Vests.


 


		1.2	Any
                                         reference in the Plan to any enactment includes a reference to that enactment as from
                                         time to time modified, extended or re-enacted.



 


		1.3	Expressions
                                         in italics and headings are for guidance only and do not form part of the Plan.



 


		2.	ELIGIBILITY



 




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An
individual is eligible to participate in the Plan only if he is an Eligible Person.


 


	3.	Investment
    Shares


 


	3.1	Source
    of Investment Shares


 


In
relation to the proposed grant of any Matching Award, an individual's Investment Shares shall, at the discretion of the Committee,
comprise:


 


		(a)	Shares
                                         acquired pursuant to Rule 3.3 (Acquisition of Investment Shares) using an amount
                                         of the individual's post-tax annual bonus; and/or



 


		(b)	Shares
                                         acquired pursuant to Rule 3.3 (Acquisition of Investment Shares) using an individual's
                                         monies other than an amount of his post-tax annual bonus.



 


	3.2	Invitations
    in respect of Investment Shares


 


The
Committee may invite any Eligible Person to provide funds to acquire Shares in accordance with Rule 3.1 (Source of Investment
Shares). Any such invitation shall specify:


 


		(a)	the
                                         maximum amount which may be used to acquire Investment Shares (or the basis for calculating
                                         such amount);



 


		(b)	the
                                         procedure for providing the funds to invest in Investment Shares;



 


		(c)	a
                                         Return Date;



 


		(d)	the
                                         maximum number of Shares over which a related Matching Award will be made (or how that
                                         number will be determined); and



 


		(e)	such
                                         other terms relating to the Investment Shares as the Committee may decide from time to
                                         time. 



 


	3.3	Acquisition
    and holding of Investment Shares


 


As
soon as practicable after the Return Date, and subject to any restrictions referred to in Rule 4.7 (Approvals and consents),
the Company will procure the acquisition of the Investment Shares. Investment Shares will then be held in one or more of the following
ways:


 


		(a)	on
                                         the Participant's behalf by a nominee chosen from time to time by the Committee; or



 


		(b)	directly
                                         by the Participant but he will deposit the documents of title relating to the Investment
                                         Shares with any person specified by the Committee; or



 


		(c)	by
                                         such other method as the Committee decides that will enable it to monitor ownership of
                                         the Investment Shares. 



 


		3.4	Variation
                                         of share capital – Investment Shares



 


Unless
the Committee decides otherwise, if:


 


		(a)	a
                                         Participant acquires any further Shares by virtue of his holding of Investment Shares
                                         under a variation of share capital of the Company then he may add those Shares to his
                                         holding of Investment Shares;



 




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		(b)	a
                                         Participant receives a special dividend by virtue of his holding of Investment Shares,
                                         he may purchase further Shares with the dividend and add those Shares to his holding
                                         of Investment Shares;



 


		(c)	a
                                         Participant receives securities other than Shares by virtue of his holding of Investment
                                         Shares, he may sell (or where appropriate redeem) those securities and use the proceeds
                                         to purchase further Shares which may be added to his holding of Investment Shares



 


and,
in any such case, his Award shall be adjusted accordingly under Rule 13 (Adjustment of Awards).


 


	3.5	Voting
    and dividend rights


 


While
a Participant's Investment Shares are held for the purposes of the Plan, he shall be entitled to exercise full voting rights in
respect of those Investment Shares and receive any dividends declared by reference to the dividend record dates falling after
the date of acquisition of the Investment Shares.


 


	3.6	Release
    of Investment Shares on or after Vesting


 


On
or as soon as practicable after the Vesting or lapse of a Matching Award, the Committee shall transfer or procure the transfer
of:


 


		(a)	the
                                         legal title for the Investment Shares related to the Award; and/or



 


		(b)	any
                                         documents of title relating to those Investment Shares



 


to
the Participant (or his nominee).


 


		4.	GRANT
                                         OF awards



 


		4.1	Terms
                                         of grant



 


Subject
to Rule 4.6 (Timing of grant), Rule 4.7 (Approvals and consents) and Rule 5 (Limits), the Committee
may resolve to grant an Award on:


 


		(a)	the
                                         terms set out in the Plan; and



 


		(b)	such
additional terms (whether a Performance Condition and/or any other terms) as the Committee may specify1



 


to,
in the case of a Performance Award, such Eligible Persons as it decides and, in the case of a Matching Award, to those Eligible
Persons who have acquired Investment Shares.


 


		4.2	Type
                                         of Award



 


On
or before the Grant Date, the Committee shall determine whether an Award shall be a Performance Award or a Matching Award and
whether that Award shall be in the form of a Conditional Award or an Option (and if granted as an Option, whether it is a Regular
Option or a Short-Term Option). If the Committee does not specify the type of an Award on or before the Grant Date then an Award
shall be an Option with an Option Price equal to the then nominal value of a Share. Any Option granted to a US Taxpayer with an
Option Price that is less than Fair Market Value on the Grant Date shall be deemed a Short-Term Option. Options are not intended
to be "incentive stock options" within the meaning of Section 422 of the Code.


 





 



1
This means that awards may be granted with or without performance conditions being imposed. Note, however, that the Company
stated in the letter from Hans Schram to major shareholders dated 18 January 2008 and the circular to shareholders regarding the
establishment of the Plan dated • • 2008 that it was envisaged that all awards granted to senior executives would be
subject to performance conditions.


 




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		4.3	Method
                                         of grant



 


An
Award shall be granted as follows:


 


		(a)	by
                                         deed executed by the Company; and



 


		(b)	if
                                         an Award is an Option, the Committee shall determine the Option Price (if any) on or
                                         before the Grant Date provided that, except in the case of an Option granted to a US
                                         Taxpayer, the Committee may reduce or waive such Option Price on or prior to the exercise
                                         of the Option. In the case of a Regular Option granted to a US Taxpayer, the Option Price
                                         per Share shall, subject to any adjustments permitted by Section 409A of the Code and
                                         its regulations for corporate transactions, never be less than the Fair Market Value
                                         of such Share on the Grant Date.



 


In
the case of an Option granted to a US Taxpayer, for the avoidance of doubt, the following actions shall have occurred as of the
Grant Date: (i) the recipient of the grant of the Option shall have been identified, (ii) the maximum number of Shares that can
be purchased under the Option shall have been established, (iii) the Option Price shall have been established, and (iv) the recipient
of the grant shall have acquired a legally binding right to the Option (which may, however, be subject to lapse or forfeiture).


 


		4.4	Treatment
                                         of dividends



 


The
Committee may decide on or before the grant of an Award that either:-


 


		(a)	a
                                         Participant (or his nominee) shall be entitled to receive a benefit determined by reference
                                         to the value of the dividends that would have been paid on the Vested Shares in respect
                                         of dividend record dates occurring during the period between the Grant Date and the date
                                         of Vesting. The Committee shall decide the basis on which the value of such dividends
                                         shall be calculated which may assume the reinvestment of dividends. The Committee may
                                         also decide at this time whether the Dividend Equivalent shall be provided to the Participant
                                         in the form of cash and/or Shares. The Dividend Equivalent shall be provided in accordance
                                         with Rule 7.3; or



 


		(b)	it
                                         shall grant an Award on terms where the number of Shares comprised in an Award shall
                                         increase by deeming dividends that would have been paid on such Shares in respect of
                                         dividend record dates occurring within the period between the Grant Date and the date
                                         of Vesting to have been reinvested in additional Shares on such terms (as to the inclusion
                                         or exclusion of any dividend tax credit, the price at which any such additional Shares
                                         shall be deemed to have been purchased or otherwise) as the Committee shall decide on
                                         or before the Grant Date of an Award.



 


		4.5	Method
                                         of satisfying Awards



 


Unless
specified to the contrary by the Committee on the Grant Date, an Award may be satisfied:


 


		(a)	by
                                         the issue of new Shares; and/or



 


		(b)	by
                                         the transfer of treasury Shares; and/or



 




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		(c)	by
                                         the transfer of Shares (other than the transfer of treasury Shares).



 


The
Committee may decide to change the way in which it is intended that an Award may be satisfied after it has been granted, having
regard to the provisions of Rule 5 (Limits).


 


		4.6	Timing
                                         of grant



 


Subject
to Rule 4.7 (Approvals and consents), an Award may only be granted:


 


		(a)	in
                                         the 6 weeks beginning with:



 


		(i)	the
                                         date on which the Plan is approved by the shareholders of the Company; or



 


		(ii)	the
                                         dealing day after the date on which the Company announces its results for any period;
                                         or



 


		(b)	at
                                         any other time when the Committee considers that the circumstances justify its grant



 


but
an Award may not be granted after 18 March 2018 (that is, the expiry of the period of 10 years beginning with the date on which
the Plan is approved by the shareholders of the Company)2.


 


		4.7	Approvals
                                         and consents



 


The
grant of any Award shall be subject to obtaining any approval or consent required under any applicable rules of any exchange on
which Shares or securities of the Company are listed or traded, any relevant share dealing code of the Company, the City Code
on Takeovers and Mergers, or any other relevant UK or overseas regulation or enactment.


 


		4.8	Non-transferability
                                         and bankruptcy



 


An
Award granted to any person:


 


		(a)	shall
                                         not be transferred, assigned, encumbered, pledged, charged or otherwise disposed of (except
                                         on his death to his personal representatives) and shall lapse immediately on any attempt
                                         to do so; and



 


		(b)	shall
                                         lapse immediately if he is declared bankrupt.



 


		5.	LIMITS



 


		5.1	10
                                         per cent. in 10 years limit



 


An
Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares
allocated (as defined in Rule 5.2) on or after 28 June 2001 and in the period of 10 calendar years ending with that calendar
year under:


 


(a)          the
Plan;


 


(b)          any
other employee share plan operated by the Company; and


 


(c)          any
other share incentive arrangement operated by the Company for the benefit of directors of, or consultants to, any Participating
Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.


 





 






2
The Company has undertaken to review the Plan five years after adoption (at the latest) – see the letter from Hans
Schram to major shareholders dated 18 January 2008.


 




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		5.2	Meaning
                                         of "allocated"



 


For
the purposes of Rule 5.1:


 


		(a)	Shares
                                         are allocated:



 


		(i)	when
                                         an option, award or other contractual right to acquire unissued Shares or treasury Shares
                                         is granted;



 


		(ii)	where
                                         Shares are issued or treasury Shares are transferred otherwise than pursuant to an option,
                                         award or other contractual right to acquire Shares, when those Shares are issued or treasury
                                         Shares transferred;



 


		(b)	any
                                         Shares which have been issued or which may be issued (or any Shares transferred out of
                                         treasury or which may be transferred out of treasury) to any trustees to satisfy the
                                         exercise of any option, award or other contractual right granted under any arrangement
                                         falling within Rule 5.1 shall count as allocated unless they are already treated as allocated
                                         under this Rule; and



 


		(c)	for
                                         the avoidance of doubt, existing Shares other than treasury Shares that are transferred
                                         or over which options, awards or other contractual rights are granted shall not count
                                         as allocated.



 


		5.3	Post-grant
                                         events affecting numbers of "allocated" Shares



 


For
the purposes of Rule 5.2:


 


		(a)	where:



 


		(i)	any
                                         option, award or other contractual right to acquire unissued Shares or treasury Shares
                                         is released or lapses (whether in whole or in part); or



 


		(ii)	after
                                         the grant of an option, award or other contractual right the Committee determines that:



 


		(aa)	it
                                         shall be satisfied by the payment of cash equal to the gain made on its vesting or exercise;
                                         or



 


		(bb)	it
                                         shall be satisfied by the transfer of existing Shares (other than Shares transferred
                                         out of treasury)



 


the
unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall
not count as allocated; and


 


		(b)	the
                                         number of Shares allocated in respect of an option, award or other contractual right
                                         shall be such number as the Board shall reasonably determine from time to time.



 


		5.4	Changes
                                         to investor guidelines



 


Treasury
Shares shall cease to count as allocated Shares for the purposes of Rule 5.2 if institutional investor guidelines cease to require
such Shares to be so counted.








 




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		5.5	Individual
                                         limit



 


		(a)	The
                                         maximum total expected value (calculated as set out in this Rule) of Awards which may
                                         be granted to any person during any financial year of the Company is 600% of his salary
                                         (as defined in this Rule) unless Rule 5.5(b) applies.



 


		(b)	If
                                         the Committee decides that exceptional circumstances exist, such as in relation to the
                                         recruitment or retention of an eligible employee, then Awards may be granted to him in
                                         excess of the limit set out in Rule 5.5(a).



 


For
the purpose of this Rule 5.5:


 


		(i)	a
                                         person's salary shall be taken to be his base salary (excluding benefits in kind)
                                         and/or fees paid to him or in respect of his services, expressed as an annual rate payable
                                         by the Participating Companies to him on the Grant Date (or such earlier date as the
                                         Committee shall determine). Where a payment of salary is made in a currency other than
                                         sterling, the payment shall be treated as equal to the equivalent amount of sterling
                                         determined by using any rate of exchange which the Committee may reasonably select; and



 


		(ii)	the
                                         expected value of an Award shall be calculated as at the relevant Grant Date in
                                         accordance with generally accepted methodologies based on Black Scholes or Binominal
                                         stochastic models.



 


		5.6	Effect
                                         of limits



 


Any
Award shall be limited and take effect so that the limits in this Rule 5 are complied with.


 


		5.7	Restriction
                                         on use of unissued Shares and treasury Shares



 


No
Shares may be issued or treasury Shares transferred to satisfy the Vesting of any Conditional Award or the exercise of any Option
to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 5.2 and adjusted under
Rule 5.3) to exceed the limit in Rule 5.1 (10 per cent. in 10 years limit) except where there is a variation of share capital
of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.


 


		5.8	Overall
                                         limit



 


No
Award may be granted if it would cause the aggregate number of Shares subject to Awards granted under the Plan after 14th
March 2013 to exceed 15,000,000.


 


		6.	VESTING
                                         OF AWARDS



 


		6.1	Timing
                                         of Vesting: Normal Vesting Date 



 


Subject
to Rule 6.3 (Restrictions on Vesting: regulatory and tax issues), an Award shall Vest on the later of:


 


		(a)	the
                                         date on which the Committee determines whether or not any Performance Condition and any
                                         other condition imposed on the Vesting of the Award has been satisfied (in whole or part);
                                         and



 


		(b)	the
                                         third anniversary of the Grant Date, or such other date (which may be before the third
                                         anniversary of the Grant Date) as the Committee may determine on or before the grant
                                         of the relevant Award,



 


except
where earlier Vesting occurs on an Early Vesting Date under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate
events).


 




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		6.2	Extent
                                         of Vesting



 


An
Award shall only Vest to the extent:


 


		(a)	that
                                         any Performance Condition is satisfied on the Normal Vesting Date or, if appropriate,
                                         the Early Vesting Date;



 


		(b)	permitted
                                         by any other term imposed on the Vesting of the Award; and



 


		(c)	in
                                         relation to Vesting before the Normal Vesting Date, as permitted by Rules 11.3 and 12.5
                                         (Reduction in number of Vested Shares).



 


Where,
under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events), an Award would (subject to the satisfaction
of any Performance Condition) Vest before the end of the full period over which performance would be measured under Performance
Condition then, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has
been satisfied in such circumstances shall be determined by the Committee on such reasonable basis as it decides.


 


		6.3	Restrictions
                                         on Vesting: regulatory and tax issues 



 


An
Award shall not Vest unless and until the following conditions are satisfied:


 


		(a)	the
                                         Vesting of the Award, and the issue or transfer of Shares after such Vesting, would be
                                         lawful in all relevant jurisdictions and in compliance with any applicable rules of any
                                         exchange on which Shares or securities of the Company are listed or traded, any relevant
                                         share dealing code of the Company, the City Code on Takeovers and Mergers and any other
                                         relevant UK or overseas regulation or enactment;



 


		(b)	if,
                                         on the Vesting of the Award, a Tax Liability would arise by virtue of such Vesting and
                                         the Board decides that such Tax Liability shall not be satisfied by the sale of Shares
                                         pursuant to Rule 6.5 (Payment of Tax Liability) then the Participant must have
                                         entered into arrangements acceptable to the Board that the relevant Group Member will
                                         receive the amount of such Tax Liability;



 


		(c)	the
                                         Participant has entered into such arrangements as the Committee requires (and where permitted
                                         in the relevant jurisdiction) to satisfy a Group Member's liability to social security
                                         contributions in respect of the Vesting of the Award; and



 


		(d)	where
                                         the Committee requires, the Participant has entered into, or agreed to enter into, a
                                         valid election under Part 7 of ITEPA (Employment income: elections to disapply tax
                                         charge on restricted securities) or any similar arrangement in any overseas jurisdiction.



 


For
the purposes of this Rule 6.3, references to Group Member include any former Group Member.


 


In
the case of a Participant who is a US Taxpayer, any delay in the Vesting of an Award for the satisfaction of the conditions in
Rule 6.3(a), (b), (c),(d) shall not delay the distribution of Shares or cash in lieu of Shares beyond the Short-Term Deferral
Period in relation to the Award. If the delay in Vesting is caused by the failure or refusal of the US Taxpayer to enter into
arrangements acceptable to the Board for the satisfaction of any related Tax Liability, the Award shall lapse 30 days after the
original date of Vesting without any further obligation of the Company, the Participant's employer, or any other Group Member
to the Participant with respect thereto.


 




    	-11-



    	 



    




 


		6.4	Tax
                                         Liability before Vesting



 


If
a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into
arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement
is made then the Participant shall be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares
subject to his Award on his behalf to ensure that the relevant Group Member receives the amount required to discharge the Tax
Liability and the number of Shares subject to his Award shall be reduced accordingly.


 


For
the purposes of this Rule 6.4, references to Group Member include any former Group Member.


 


		6.5	Payment
                                         of Tax Liability



 


The
Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting of his
Award on his behalf to ensure that any relevant Group Member or former Group Member receives the amount required to discharge
the Tax Liability which arises on Vesting except to the extent that the Board decides that all or part of the Tax Liability shall
be funded in a different manner.


 


		7.	consequences
                                         of vesting



 


		7.1	Conditional
                                         Awards



 


On
or as soon as reasonably practicable after the Vesting of a Conditional Award, the Board shall, subject to Rule 6.5 (Payment
of Tax Liability) and any arrangement made under Rules 6.3(b) and 6.3(c) (Restrictions on Vesting: regulatory and tax issues),
transfer or procure the transfer of the Vested Shares to the Participant (or a nominee for him).


 


		7.2	Options



 


An
Option shall, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues), be exercisable
in respect of Vested Shares at any time prior to:


 


		(a)	in
                                         relation to a Regular Option, the tenth anniversary of the Grant Date; and



 


		(b)	in
                                         relation to a Short-Term Option, the end of the Short-Term Deferral Period in relation
                                         to that Option,



 


unless,
in each case, it lapses earlier under Rule 11.1 (Good leavers), Rule 11.2 (Cessation of employment in other circumstances),
Rule 12.1 (General offers), Rule 12.2 (Schemes of arrangement and winding up) or Rule 12.3 (Demergers and similar
events).


 


		7.3	Dividend
                                         Equivalent



 


If
the Committee decided under Rule 4.4 (Treatment of dividends) that a Participant would be entitled to a Dividend Equivalent
in relation to Shares under their Award but did not decide at that time whether the Dividend Equivalent would be provided in the
form of cash and/or Shares, then the Committee shall make such decision on or as soon as practicable after Vesting.


 


The
Committee, acting fairly and reasonably, may decide to exclude the value of all or part of a special dividend or any other dividend
from the amount of the Dividend Equivalent.


 




    	-12-



    	 



    




 


The
provision of the Dividend Equivalent to the Participant shall be made as soon as practicable after the issue or transfer of Vested
Shares and:


 


		(a)	in
                                         the case of a cash payment, shall be subject to such deductions (on account of tax or
                                         similar liabilities) as may be required by law or as the Board may reasonably consider
                                         to be necessary or desirable; and



 


		(b)	in
                                         the case of a provision of Shares, Rule 6.3 (Restrictions on Vesting: regulatory and
                                         tax issues) and Rule 6.5 (Payment of Tax Liability) shall apply as if such
                                         provision was the Vesting of an Award.



 


		8.	Exercise
                                         of options



 


		8.1	Restrictions
                                         on the exercise of an Option: regulatory and tax issues



 


An
Option which has Vested may not be exercised unless the following conditions are satisfied:


 


		(a)	the
                                         exercise of the Option and the issue or transfer of Shares after such exercise would
                                         be lawful in all relevant jurisdictions and in compliance with any applicable rules of
                                         any exchange on which Shares or securities of the Company are listed or traded, any relevant
                                         share dealing code of the Company, the City Code on Takeovers and Mergers and any other
                                         relevant UK or overseas regulation or enactment;



 


		(b)	if,
                                         on the exercise of the Option, a Tax Liability would arise by virtue of such exercise
                                         and the Board decides that such Tax Liability shall not be satisfied by the sale of Shares
                                         pursuant to Rule 8.4 (Payment of Tax Liability) then the Participant must have
                                         entered into arrangements acceptable to the Board that the relevant Group Member will
                                         receive the amount of such Tax Liability;



 


		(c)	the
                                         Participant has entered into such arrangements as the Committee requires (and where permitted
                                         in the relevant jurisdiction) to satisfy a Group Member's liability to social security
                                         contributions in respect of the exercise of the Option; and



 


		(d)	where
                                         the Committee requires, the Participant has entered into, or agreed to enter into, a
                                         valid election under Part 7 of ITEPA (Employment income: elections to disapply tax
                                         charge on restricted securities) or any similar arrangement in any overseas jurisdiction.



 


In
no event shall any restrictions under this Rule 8.1 on the exercise of a Vested Option extend the Exercise Period beyond the limit
of Rule 7.2(a) (for a Regular Option) and Rule 7.2(b) (for a Short-Term Option). For the purposes of this Rule 8.1, references
to Group Member include any former Group Member.


 


		8.2	Exercise
                                         in whole or part



 


An
Option must be exercised over at least 2,000 Shares on any occasion unless the Committee decides that a Participant may exercise
the Option in respect of such fewer number of Shares as it decides or there are fewer than 2,000 Shares (or such other number
as the Committee may decide) in respect of which the Option may be exercised at the relevant time, in which case the Option must
be exercised to the maximum extent possible at that time.


 


		8.3	Method
                                         of exercise



 


The
exercise of any Option shall be effected in the form and manner prescribed by the Board. Unless the Board, acting fairly and reasonably
determines otherwise, any notice of exercise shall, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory
and tax issues), take effect only when the Company receives it, together with payment of any relevant Option Price (or, if
the Board so permits, an undertaking to pay that amount).


 




    	-13-



    	 



    




 


		8.4	Payment
                                         of Tax Liability



 


The
Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following exercise of his Option
on his behalf to ensure that any relevant Group Member receives the amount required to discharge the Tax Liability which arises
on such exercise except to the extent that he agrees to fund all or part of the Tax Liability in a different manner.


 


		8.5	Transfer
                                         or allotment timetable



 


As
soon as reasonably practicable after an Option has been exercised, the Company shall, subject to Rule 8.4 (Payment of Tax Liability)
and any arrangement made under Rules 8.1(b) and 8.1(c) (Restrictions on exercise: regulatory and tax issues), transfer
or procure the transfer to him (or a nominee for him) or, if appropriate, allot to him (or a nominee for him) the number of Shares
in respect of which the Option has been exercised.


 


		8.6	Lapse
                                         of Options



 


An
Option which has become exercisable shall, subject to Rule 11.2 (Cessation of employment in other circumstances), Rule
12.1 (General offers), Rule 12.2 (Schemes of arrangement and winding up) or Rule 12.3 (Demergers and similar
events), lapse at the end of the Exercise Period to the extent it has not been exercised.


 


		9.	Cash
                                         alternative



 


		9.1	Committee
                                         determination



 


Where
a Conditional Award Vests or where an Option has been exercised and Vested Shares have not yet been allotted or transferred to
the Participant (or his nominee), the Committee may determine that, in substitution for his right to acquire such number of Vested
Shares as the Committee may decide (but in full and final satisfaction of his right to acquire those Shares), he shall be paid
by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 9.3) of that number of Shares in
accordance with the following provisions of this Rule 9.


 


		9.2	Limitation
                                         on the use of this Rule



 


Rule
9.1 shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 9.1 would cause:


 


		(a)	the
                                         grant of the Award to be unlawful or for it to fall outside any applicable securities
                                         law exclusion or exemption; or



 


		(b)	adverse
                                         tax or social security contribution consequences for the Participant or any Group Member
                                         as determined by the Board



 


provided
that this Rule 9.2 shall only apply if its application would prevent the occurrence of a consequence referred to in (a) or (b)
above.





 




    	-14-



    	 



    

 


		9.3	Cash
                                         equivalent



 


For
the purpose of this Rule 9, the cash equivalent of a Share is:


 


		(a)	in
                                         the case of a Conditional Award, the market value of a Share on the day when the Award
                                         Vests;



 


		(b)	in
                                         the case of an Option, the market value of a Share on the day when the Option is exercised
                                         (the Fair Market Value of a Share on the day when the Option is exercised in the case
                                         of a Regular Option granted to a US Participant) reduced by the Option Price.



 


Market
value on any day shall be determined as follows:


 


		(c)	if
                                         on the day of Vesting or exercise, Shares are admitted to trading on the Alternative
                                         Investment Market of the London Stock Exchange, the closing quotation of a Share as derived
                                         from such source as the Committee may determine, on that day; or



 


		(d)	if
                                         Shares are not so quoted, such value of a Share as the Committee reasonably determines.



 


		9.4	Payment
                                         of cash equivalent



 


Subject
to Rule 9.5 (Share alternative), as soon as reasonably practicable after the Committee has determined under Rule 9.1 that
a Participant shall be paid a sum in substitution for his right to acquire any number of Vested Shares:


 


		(a)	the
                                         Company shall pay to him or procure the payment to him of that sum in cash; and



 


		(b)	if
                                         he has already paid the Company for those Shares, the Company shall return to him the
                                         amount so paid by him.



 


		9.5	Share
                                         alternative



 


If
the Committee so decides, the whole or any part of the sum payable under Rule 9.4 shall, instead of being paid to the Participant
in cash, be applied on his behalf:


 


		(a)	in
                                         subscribing for Shares at a price equal to the market value by reference to which the
                                         cash equivalent is calculated; or



 


		(b)	in
                                         purchasing such Shares; or



 


		(c)	partly
                                         in one way and partly in the other



 


and
the Company shall allot or transfer to him (or his nominee) or procure the transfer to him (or his nominee) of the Shares so subscribed
for or purchased.


 


		9.6	Deductions



 


There
shall be deducted from any payment under this Rule 9 such amounts (on account of tax or similar liabilities) as may be required
by law or as the Board may reasonably consider to be necessary or desirable and permitted by law.


 


		10.	Lapse
                                         of Awards



 


		10.1	An
                                         Award shall lapse:



 


		(a)	in
                                         accordance with the Rules; or



 




    	-15-



    	 



    




 


		(b)	to
                                         the extent it does not Vest under these Rules.



 


		10.2	Dealings
                                         in Investment Shares



 


A
Matching Award shall lapse on the date on which the Participant:


 


		(a)	does
                                         any act in breach of any of the terms relating to his Investment Shares unless the Committee
                                         decides otherwise; or



 


		(b)	loses
                                         his entitlement to, transfers, charges, or otherwise disposes of the Investment Shares
                                         to which the relevant Matching Award relates



 


and
such lapse shall be pro-rata to the number of Investment Shares in respect of which such act or event occurs.


 


		10.3	Short-Term
                                         Options



 


A
Short-Term Option shall lapse at the end of the Short-Term Deferral Period in relation to that Option, if not exercised.


 


		11.	Leavers



 


		11.1	Good
                                         leavers



 


If
a Participant ceases to be a Connected Person before the Normal Vesting Date by reason of:


 


		(a)	death;



 


		(b)	retirement
                                         with the agreement of the Committee (in the case of Participants who are executive directors
                                         of the Company or members of senior management) or the employer or company to whom the
                                         Participant provides services (in the case of all other Participants), determined on
                                         a case-by-case basis in the absolute discretion of the Committee, employer or company,
                                         as applicable;



 


		(c)	ill
                                         health, injury or disability evidenced to the satisfaction of the Committee;



 


		(d)	redundancy
                                         (within the meaning of the Employment Rights Act 1996) or any overseas equivalent;



 


		(e)	his
                                         office, employment or consultancy contract being with either a company which ceases to
                                         be a Group Member or relating to a business or part of a business which is transferred
                                         to a person who is not a Group Member; or



 


		(f)	for
                                         any other reason, if the Committee so decides



 


then:


 


		(i)	subject
                                         to Rule 6.3 (Restrictions on Vesting: regulatory and tax issues) and Rule 12 (Takeovers
                                         and other corporate events), his Award shall Vest on the Normal Vesting Date and
                                         Rule 11.3 (Leavers: reduction in number of Vested Shares) shall apply; unless



 


		(ii)	the
                                         Committee decides that, subject to Rule 6.3 (Restrictions on Vesting: regulatory and
                                         tax issues), his Award shall Vest on the date of cessation and Rule 11.3 (Leavers:
                                         reduction in number of Vested Shares) shall apply.



 


If
the Participant ceasing to be a Connected Person is a U.S. Taxpayer, and an event described in this Rule 11.1 occurs, then only
paragraph (ii) shall apply to such Participant.


 




    	-16-



    	 



    




 


If
an event as described in this Rule 11.1 occurs, and paragraph (ii) above applies, an Option may, subject to Rule 8.1 (Restrictions
on the exercise of an Option: regulatory and tax issues) and Rule 10.3 (Short-Term Options), be exercised within six
months of such event, but in no event shall it become exercisable at any time after then end of the otherwise applicable Exercise
Period. To the extent that the Option is not exercised within the permitted exercise period, it shall (regardless of any other
provision of the Plan) lapse at the end of that period.


 


		11.2	Ceasing
                                         to be a Connected Person in other circumstances



 


If
a Participant ceases to be a Connected Person for any reason other than those specified in Rule 11.1 (Good leavers) then
any Award held by him shall lapse immediately on such cessation.


 


		11.3	Leavers:
                                         reduction in number of Vested Shares



 


Where
an Award Vests on or after a Participant ceasing to be a Connected Person, the Committee shall determine the number of Vested
Shares of that Award by the following steps:


 


		(a)	applying
                                         any Performance Condition and any other condition imposed on the Vesting of the Award;
                                         and



 


		(b)	if
                                         the Committee so decides, applying such reduction to the number of Shares determined
                                         under Rule 11.3(a) as it sees fit (such reduction to be, unless it decides otherwise,
                                         on such pro-rata basis as it may determine).



 


If
an Award Vests under any of Rules 12.1 to 12.3 when the holder of that Award has ceased to be a Connected Person then this Rule
11.3 shall take precedence over Rule 12.5.


 


		11.4	Meaning
                                         of ceasing to be a Connected Person



 


A
Participant shall not be treated for the purposes of this Rule 11 as ceasing to be a Connected Person until such time as he is
no longer a director or employee of, or a Consultant to, any Group Member. If any Participant ceases to be such a director or
employee before the Vesting of his Award in circumstances where he retains a statutory right to return to work then he shall be
treated as not having ceased to be such a director or employee until such time (if at all) as he ceases to have such a right to
return to work while not acting as an employee or director. In the case of a US Taxpayer, a Participant shall not be treated for
the purposes of this Rule 11 as ceasing to be a Connected Person unless and until the Participant has also had a "separation
from service" for purposes of Section 409A.


 


The
reason for the termination of office or employment of a Participant, or the relevant consultancy contract, shall be determined
by reference to Rules 11.1 and 11.2 regardless of whether such termination was lawful or unlawful.


 


		12.	TAKEOVERS
                                         and other corporate events



 


		12.1	General
                                         offers



 


If
any person (or group of persons acting in concert):


 


		(a)	obtains
                                         (or, in the reasonable opinion of the Committee, is expected to obtain) Control of the
                                         Company as a result of making a general offer to acquire Shares; or



 


		(b)	having
                                         obtained Control of the Company makes such an offer and such offer becomes unconditional
                                         in all respects



 




    	-17-



    	 



    

 





the
Committee shall within 7 days of becoming aware of that event or forming such opinion (as applicable) notify every Participant
accordingly and, subject to Rule 12.4 (Internal reorganisations), the following provisions shall apply:


 


		(i)	subject
                                         to Rule 6.3 (Restrictions on Vesting: regulatory and tax issues), all Awards shall
                                         Vest on such date as the Committee may determine (being no later than the date of the
                                         change in Control of the Company or the offer becoming unconditional in all respects,
                                         as applicable) (such date being the Early Vesting Date) if they have not then Vested
                                         and Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply;
                                         and



 


		(ii)	any
                                         Option may, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory
                                         and tax issues), be exercised within one month of the Early Vesting Date, but to
                                         the extent that an Option is not exercised within that period, that Option shall (regardless
                                         of any other provision of the Plan) lapse at the end of that period.



 


		12.2	Schemes
                                         of arrangement and winding up



 


In
the event that:


 


		(a)	a
                                         compromise or arrangement is sanctioned by the Court under section 425 of the Companies
                                         Act 1985 in connection with or for the purposes of a change in Control of the Company;
                                         or



 


		(b)	the
                                         Company passes a resolution for a voluntary winding up of the Company; or



 


		(c)	an
                                         order is made for the compulsory winding up of the Company



 


or,
in the reasonable opinion of the Committee, any of the above events is expected to occur, all Awards shall, subject to Rule 6.3
(Restrictions on Vesting: regulatory and tax issues) and Rule 12.4 (Internal reorganisations), Vest on such date
as the Committee may determine (being no later than the date of such event) (such date being the Early Vesting Date) if they have
not then Vested and Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply.


 


If
an event as described in this Rule 12.2 occurs (or, in the reasonable opinion of the Committee, is expected to occur) then an
Option may, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues) and Rule 12.4 (Internal
reorganisations), be exercised within one month of the Early Vesting Date, but to the extent that the Option is not exercised
within that period, it shall (regardless of any other provision of the Plan) lapse at the end of that period.


 


		12.3	Demergers
                                         and similar events 



 


If
a demerger, special dividend or other similar event (the "Relevant Event") is proposed which, in the opinion
of the Committee, would affect the market price of Shares to a material extent, then the Committee may, at its discretion, decide
that the following provisions shall apply:


 




    	-18-



    	 



    

 


		(a)	the
                                         Committee shall, as soon as reasonably practicable after deciding to apply these provisions,
                                         notify a Participant that, subject to earlier lapse under Rule 11 (Leavers), his
                                         Award Vests and, if relevant, his Option may be exercised on such terms as the Committee
                                         may determine and during such period preceding the Relevant Event or on the Relevant
                                         Event as the Committee may determine and shall lapse at the end of that period to the
                                         extent unexercised;



 


		(b)	if
                                         an Award Vests, or an Option is exercised, conditional upon the Relevant Event and such
                                         event does not occur then the conditional Vesting or exercise shall not be effective
                                         and the Award shall continue to subsist; and



 


		(c)	if
                                         the Committee decides that an Award Vests under this Rule 12.3 then the date of that
                                         Vesting shall be the Early Vesting Date and the provisions of Rule 12.5 (Corporate
                                         events: reduction in number of Vested Shares) shall apply.



 


		12.4	Internal
                                         reorganisations



 


In
the event that:


 


		(a)	a
                                         company (the "Acquiring Company") is expected to obtain Control of the
                                         Company as a result of an offer referred to in Rule 12.1 (General offers) or a
                                         compromise or arrangement referred to in Rule 12.2(a) (Schemes of arrangement and
                                         winding up); and



 


		(b)	at
                                         least 75% of the shares in the Acquiring Company are expected to be held by substantially
                                         the same persons who immediately before the obtaining of Control of the Company were
                                         shareholders in the Company



 


then
the Committee, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shall
not Vest under Rule 12.1 or Rule 12.2 but shall be automatically surrendered in consideration for the grant of a new award which
the Committee determines is equivalent to the Award it replaces except that it will be over shares in the Acquiring Company or
some other company.


 


The
Rules will apply to any new award granted under this Rule 12.4 as if references to Shares were references to shares over which
the new award is granted and references to the Company were references to the company whose shares are subject to the new award.


 


In
the case of an Award granted to a US Taxpayer, Rule 12.4 shall be administered, in the case of Awards other than Regular Options,
in a manner that does not result in the Award becoming subject to Section 409A of the Code, and in the case of Regular Options,
in accordance with the Section 409A requirements for corporate reorganizations so as to preserve the status of the Options as
not subject to Section 409A of the Code.


 


		12.5	Corporate
                                         events: reduction in number of Vested Shares 



 


If
an Award Vests under any of Rules 12.1 to 12.3, the Committee shall determine the number of Vested Shares of that Award by the
following steps:


 


		(a)	applying
                                         any Performance Condition and any other condition imposed on the Vesting of the Award;
                                         and



 


		(b)	subject
                                         to Rule 11.3 (Leavers: reduction in number of Vested Shares), and if the Committee
                                         so decides, by applying such reduction to the number of Shares determined under Rule
                                         12.5(a) as it sees fit (such reduction to be, unless it decides otherwise, on such pro-rata
                                         basis as it may determine).



 


If
an Award Vests under any of Rules 12.1 to 12.3 after the holder of that Award has ceased to be a Connected Person then Rule 11.3
shall take precedence over this Rule 12.5.


 




    	-19-



    	 



    

 


		13.	ADJUSTMENT
                                         OF AWARDS



 


		13.1	General
                                         rule



 


In
the event of:


 


		(a)	any
                                         variation of the share capital of the Company; or



 


		(b)	a
                                         demerger, special dividend or other similar event which affects the market price of Shares
                                         to a material extent



 


the
Committee may make such adjustments as it considers appropriate under Rule 13.2 (Method of adjustment) taking into account,
where relevant, any adjustment to the related holding of Investment Shares under Rule 3.4 (Variation of share capital –
Investment Shares).


 


		13.2	Method
                                         of adjustment



 


An
adjustment made under this Rule shall be to one or more of the following:


 


		(a)	the
                                         number of Shares comprised in an Award;



 


		(b)	subject
                                         to Rule 13.3 (Adjustment below nominal value), the Option Price; and



 


		(c)	where
                                         any Award has Vested or Option has been exercised but no Shares have been transferred
                                         or allotted after such Vesting or exercise, the number of Shares which may be so transferred
                                         or allotted and (if relevant) the price at which they may be acquired.



 


In
the case of any Regular Option granted to a US Taxpayer, any adjustment under this Rule 13.2 shall be made in accordance with
the Section 409A requirements for corporate reorganizations so as to preserve the status of the Options as not subject to Section
409A of the Code.


 


		13.3	Adjustment
                                         below nominal value



 


An
adjustment under Rule 13.2 may have the effect of reducing the price at which Shares may be subscribed for on the exercise of
an Option to less than their nominal value, but only if and to the extent that the Board is authorised:


 


		(a)	to
                                         capitalise from the reserves of the Company a sum equal to the amount by which the nominal
                                         value of the Shares in respect of which the Option is exercised and which are to be allotted
                                         after such exercise exceeds the price at which the Shares may be subscribed for; and



 


		(b)	to
                                         apply that sum in paying up such amount on such Shares



 


so
that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if
any) and apply it in paying up that amount.


 


		14.	ALTERATIONS



 


		14.1	General
                                         rule on alterations



 


Except
as described in Rule 14.2 (Shareholder approval) and Rule 14.4 (Alterations to disadvantage of Participants), the
Committee may at any time alter the Plan or the terms of any Award.


 




    	-20-



    	 



    




 


		14.2	Shareholder
                                         approval



 


Except
as described in Rule 14.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom
an Award has been or may be granted shall be made under Rule 14.1 to the provisions concerning:


 


		(a)	the
                                         individual limits on participation;



 


		(b)	the
                                         overall limits on the issue of Shares or the transfer of treasury Shares; and



 


		(c)	the
                                         terms of this Rule 14.2



 


without
the prior approval by ordinary resolution of the members of the Company in general meeting.


 


		14.3	Exceptions
                                         to shareholder approval



 


Rule
14.2 (Shareholder approval) shall not apply to:


 


		(a)	any
                                         minor alteration to benefit the administration of the Plan, to take account of a change
                                         in legislation or to obtain or maintain favourable tax, exchange control or regulatory
                                         treatment for Participants or any Group Member; or



 


		(b)	any
                                         alteration relating to the Performance Condition made under Rule 14.5.



 


		14.4	Alterations
                                         to disadvantage of Participants



 


No
alteration to the material disadvantage of Participants (other than a change to any Performance Condition) shall be made under
Rule 14.1 unless:


 


		(a)	the
                                         Board shall have invited every relevant Participant to indicate whether or not he approves
                                         the alteration; and



 


		(b)	the
                                         alteration is approved by a majority of those Participants who have given such an indication.



 


		14.5	Alterations
                                         to a Performance Condition



 


The
Committee may amend any Performance Condition without prior shareholder approval3
if:


 


		(a)	an
                                         event has occurred which causes the Committee reasonably to consider that it would be
                                         appropriate to amend the Performance Condition; and



 


		(b)	the
                                         Committee shall act fairly and reasonably in making the alteration.



 


		15.	MISCELLANEOUS



 


		15.1	Employment



 


 






3
The Company has undertaken to consult with major shareholders prior to altering any existing performance conditions –
see the letter from Hans Schram to major shareholders dated 18 January 2008 and the circular to shareholders relating to the introduction
of the Plan dated .••   2008.


 




    	-21-



    	 



    

 


The
rights and obligations of any individual under the terms of his office or employment with any Group Member shall not be affected
by his participation in the Plan or any right which he may have to participate in it. An individual who participates in the Plan
waives any and all 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 him ceasing to have rights under an Award as a result of such termination.
Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant
of any Award does not imply that any further Award will be granted nor that a Participant has any right to receive any further
Award.


 


		15.2	Disputes



 


In
the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or
relating to the Plan, the decision of the Committee shall be final and binding upon all persons.


 


		15.3	Exercise
                                         of powers and discretions



 


The
exercise of any power or discretion by the Committee shall not be open to question by any person and a Participant or former Participant
shall have no rights in relation to the exercise of or omission to exercise any such power or discretion.


 


		15.4	Share
                                         rights



 


All
Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to
such Shares by reference to a record date before the date of the allotment.


 


Where
Vested Shares are transferred to Participants (or their nominee) they shall be entitled to all rights attaching to such Shares
by reference to a record date on or after the date of such transfer.


 


		15.5	Notices



 


Any
notice or other communication under or in connection with the Plan may be given:


 


		(a)	by
                                         personal delivery or 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 Connected Person,
                                         either to his last known address or to the address of the place of business at which
                                         he performs the whole or substantially the whole of the duties of his office, employment
                                         or other arrangement pursuant to which he is a Connected Person;



 


		(b)	in
                                         an electronic communication to their usual business address or such other address for
                                         the time being notified for that purpose to the person giving the notice; or



 


		(c)	by
                                         such other method as the Board determines.



 


		15.6	Third
                                         parties



 


No
third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.


 


		15.7	Benefits
                                         not pensionable



 


Benefits
provided under the Plan shall not be pensionable.


 




    	-22-



    	 



    

 


		15.8	Data
                                         Protection



 


Each
Participant consents to the collection, processing and transfer of his personal data for any purpose relating to the operation
of the Plan. This includes:


 


		(a)	providing
                                         personal data to any Group Member and any third party such as trustees of any employee
                                         benefit trust, administrators of the Plan, registrars, brokers and any of their respective
                                         agents;



 


		(b)	processing
                                         of personal data by any such Group Member or third party;



 


		(c)	transferring
                                         personal data to a country outside the European Economic Area (including a country which
                                         does not have data protection laws equivalent to those prevailing in the European Economic
                                         Area); and



 


		(d)	providing
                                         personal data to potential purchasers of the Company, the Participant's employer or the
                                         business in which the Participant works.



 


		15.9	Governing
                                         law



 


The
Plan and all Awards shall be governed by and construed in accordance with the law of England and Wales and the Courts of England
and Wales have exclusive jurisdiction to hear any dispute.


 


		15.10	Section
                                         409A



 


Although
neither the Company, the Committee nor any Group Member guarantees any particular tax treatment to a US Participant, all Awards
granted to US Taxpayers are intended to be exempt from the application of Section 409A of the Code:


 


		(a)	in
                                         the case of Awards other than Regular Options, pursuant to the short-term deferral exception
                                         set forth Treas. Regs. §1.409A-1(b)(4)); and



 


		(b)	in
                                         the case of Regular Options, as options which are exempt from Section 409A;



 


and
this Plan shall be limited, construed and administered consistent with that intent. Accordingly, notwithstanding any Rule in the
Plan to the contrary, in the case of Awards granted to US Taxpayers:


 


		(c)	in
                                         any instance in which a new Regular Option is substituted for an outstanding Option pursuant
                                         to a corporate transaction or in any instance in which an outstanding Regular Option
                                         is assumed pursuant to a corporate transaction, the number of Shares and the Option Price
                                         shall be adjusted in accordance with the principles set forth in Sections 1.424-1(a)(5)
                                         and 1.409A-1(b)(5)(v)(D) of the Treasury Regulations. The instances in which there may
                                         be a substitution of a new Regular Option for an outstanding Option pursuant to a corporate
                                         transaction shall be limited to those corporate transactions authorized by the Plan but
                                         shall be further limited to only those corporate transactions described in Section 1.424(a)(3)
                                         of the Treasury Regulations. In the case of a stock split (including a reverse stock
                                         split), or stock dividend involving the Shares where the only effect of the stock split
                                         or stock dividend is to increase or decrease on a pro rata basis the number of Shares
                                         owned by each shareholder, the Option Price and the number of Shares subject to an Option
                                         shall be proportionally adjusted to reflect such stock split or stock dividend;



 


		(d)	The
                                         Shares underlying any Regular Option granted to a US Taxpayer shall in all instances
                                         constitute "service recipient stock" and shall be issued by a Group Member
                                         that is, with respect to such US Taxpayer, an "eligible issuer of service recipient
                                         stock" for purposes of Code Section 409A;



 




    	-23-



    	 



    

 





		(e)	To
                                         the extent that any amount payable under the Plan constitutes non-exempt "deferred
                                         compensation" for purposes of Section 409A and would otherwise be payable or distributable
                                         under the Plan by reason of the occurrence of a corporate transaction, such amount or
                                         benefit will not be payable or distributable to the Participant who is a US Taxpayer
                                         by reason of such corporate transaction unless the circumstances giving rise to such
                                         corporate transaction constitutes a "change in control event" in Section 409A
                                         of the Code. If this provision prevents the payment or distribution of any amount, such
                                         payment or distribution shall be made on the next earliest payment or distribution date
                                         or event specified in the Plan that is permissible under Section 409A; and



 


		(f)	If
                                         any amount or benefit that constitutes non-exempt "deferred compensation" for
                                         purposes of Section 409A would otherwise be payable or distributable under this Plan
                                         by reason of a Participant's separation from service during a period in which the Participant
                                         is a Specified Employee (as defined below), then, subject to any permissible acceleration
                                         of payment by the Committee under Treas. Reg. Section 1.409A -3(j)(4)(ii) (domestic relations
                                         order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes),
                                         the Participant's right to receive payment or distribution of such non-exempt deferred
                                         compensation will be delayed until the earlier of the Participant's death or the first
                                         day of the seventh month following the Participant's separation from service. For purposes
                                         of this Plan, the term "Specified Employee" has the meaning given such term
                                         in Section 409A, provided, however, that, as permitted thereunder, the Company's Specified
                                         Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i)
                                         shall be determined in accordance with rules adopted by the Committee, which shall be
                                         applied consistently with respect to all nonqualified deferred compensation arrangements
                                         of the Company applicable to US Taxpayers, including this Plan.



 




    	-24-



    	 



    

 


SCHEDULE
1


 


CASH
CONDITIONAL AWARDS


 


The
Rules of the GW Pharmaceuticals plc Long-Term Incentive Plan shall apply to a right (a "Cash Conditional Award")
to receive a cash sum granted or to be granted under this Schedule as if it was a Conditional Award, except as set out in this
Schedule. Where there is any conflict between the Rules and this Schedule, the terms of this Schedule shall prevail.


 


		1.	The
                                         Committee may grant or procure the grant of a Cash Conditional Award.



 


		2.	Each
                                         Cash Conditional Award shall relate to a given number of notional Shares. 



 


		3.	On
                                         the Vesting of the Cash Conditional Award the holder of that Award shall be entitled
                                         to a cash sum which shall be equal to the "Cash Value" of the notional
                                         Vested Shares, where the Cash Value of a notional Share is the market value of a Share
                                         on the date of Vesting of the Cash Conditional Award. For the purposes of this Schedule,
                                         the market value of a Share on any day shall be determined in accordance with Rule 9.3
                                         (Cash equivalent).



 


		4.	The
                                         cash sum payable under paragraph 3 above shall be paid by the employer of the Participant
                                         as soon as practicable after the Vesting of the Cash Conditional Award, net of any deductions
                                         (on account of tax or similar liabilities) as may be required by law or as the Board
                                         may reasonably consider to be necessary or desirable. 



 


		5.	For
                                         the avoidance of doubt, a Cash Conditional Award shall not confer any right on the holder
                                         of such an Award to receive Shares or any interest in Shares.



 




    	-25-



    	 



    

 


SCHEDULE
2


 


EMI
AWARDS


 





	1.	INTERACTION
    WITH PLAN







 


The
provisions of this Schedule 2 and the Rules shall govern the terms of the EMI Awards granted under this schedule and, for this
purpose, references to the Plan shall include references to this Schedule 2. Where there is any conflict between the Rules and
this Schedule 2, the terms of this Schedule 2 shall prevail.


 





	2.	DEFINITIONS
    AND INTERPRETATIONS







 


"EMI
Award" means an Award granted under this Schedule 2 which is a qualifying option to acquire Shares for the purposes of
Schedule 5;


 


"Qualifying
Subsidiary" means a Subsidiary which meets the conditions of paragraph 11 of Schedule 5;


 


"Schedule
5" means Schedule 5 to ITEPA;


 


"Shares"
means ordinary shares in the capital of the Company which are fully paid up and are not redeemable;


 


and,
for the purposes of this Schedule 2, expressions not otherwise defined in the Plan shall have the same meaning as they have in
Schedule 5.


 





	3.	ELIGIBILITY







 


			A
                                         person is eligible to be granted an EMI Award if (and only if) he is an employee within
                                         the meaning of paragraph 25 of Schedule 5 and if his committed time to the Company or
                                         a Qualifying Subsidiary amounts to at least 25 hours a week or, if less, 75% of his working
                                         time, in each case within the meaning of and in compliance with paragraph 26 of Schedule
                                         5.



 


			A
                                         person is not eligible to be granted an EMI Award at any time when he is not eligible
                                         to receive such an award by virtue of paragraph 28 of Schedule 5 (no material interest
                                         requirement). Further an EMI Award shall not be granted unless the requirements of
                                         paragraph 4 of Schedule 5 (commercial reasons for grant) are satisfied.



 





	4.	GRANT
    OF EMI AWARDS







 


EMI
Awards may only be granted at such time as the provisions of Schedule 5 are met.


 


When
granting an Award under the Plan, the Committee shall specify whether the Award is intended to be an EMI Award and, if so, shall
enter into a written agreement with the Participant on such terms as it may determine, provided that such agreement meets the
requirements of paragraph 37 of Schedule 5.


 





	5.	IMPACT
    OF NON-COMPLIANCE WITH SCHEDULE 5







 


Notwithstanding
any other provision of this Schedule 2 and/or the Rules, an EMI Award shall not be treated as an unapproved award by reason only
of any minor deviation(s) from the requirements of Schedule 5 and, in the event of such minor deviation(s), the terms of the EMI
Awards shall be amended so as to satisfy the provisions of Schedule 5.


 




    	-26-



    	 



    

 


 


If,
however, any Award granted as an EMI Award does not meet the requirements of Schedule 5 on its Grant Date or thereafter and cannot
be so amended then, to the extent that it does not meet the requirements of Schedule 5, it shall continue to subsist as an Award
granted under the Plan.


 





	6.	LIMITS







 


No
person shall be granted an EMI Award which would, at the time it is granted, result in:


 


		(a)	that
                                         person exceeding the maximum entitlement as prescribed in paragraph 5 of Schedule 5 (currently
                                         £100,000 worth of subsisting EMI options and/or HMRC approved options); or



 


		(b)	a
                                         breach of paragraph 6 of Schedule 5 (further three-year limit).



 


The
maximum value of Shares over which unexercised EMI Awards may subsist at any one time shall be limited to the amount prescribed
in paragraph 7 of Schedule 5 (currently £3 million).


 





	7.	DIVIDEND
    EQUIVALENT







 


Any
Dividend Equivalent paid in connection with an EMI Award shall be deemed to be provided in connection with a non-EMI Award of
equivalent size and outside the scope of Schedule 5. A Dividend Equivalent may, however, only be paid in connection with an EMI
Award to the extent that the making of such a payment would not, in the reasonable opinion of the Committee, prejudice the tax-favoured
status of any EMI Award.


 





	8.	MISCELLANEOUS







 


Notwithstanding
the generality of Rule 15.1, a Participant will not be entitled to any compensation or damages in respect of:


 


		(a)	an
                                         EMI Award losing its tax favoured status by reason of the requirements of Schedule 5
                                         not being met, including the occurrence of a disqualifying event within the meaning of
                                         Schedule 5, or otherwise; or



 


		(b)	an
                                         Award purportedly granted as an EMI Award never having satisfied the requirements of
                                         Schedule 5 and/or never having otherwise qualified for tax favoured status.



 




    	-27-