Exhibit 4.7


 


IMPERIAL TOBACCO GROUP PLC


 


RULES OF THE IMPERIAL TOBACCO GROUP


BONUS MATCH PLAN


 


(Approved by the Remuneration Committee on 22 November
2002)


 


(Amended by the Remuneration Committee on 14 November
2003)


 


(Amended by the Remuneration Committee on 22 April
2005)


 

















 


RULES OF THE IMPERIAL TOBACCO GROUP


BONUS MATCH PLAN


 


1.              Definitions


 


The
following words and expressions shall have the following meanings:-


 


	
  “Board”

  	
  the duly constituted Remuneration Committee of the
  Board of directors of the Company;

  
	
   

  	
   

  
	
  “Company”

  	
  Imperial Tobacco Group PLC;

  
	
   

  	
   

  
	
  “Control”

  	
  as defined in section 840 of the Income and
  Corporation Taxes Act 1988;

  
	
   

  	
   

  
	
  “Early Vesting Date”

  	
  as defined at Rule 4.2;

  
	
   

  	
   

  
	
  “Employee”

  	
  any person other than a director of Imperial Tobacco
  Group PLC for the time being in full, part-time or temporary employment of
  any Member of the Group;

  
	
   

  	
   

  
	
  “Exit Price”

  	
  the middle market price of a Share as derived from
  the London Stock Exchange Daily Official List on the Vesting Date;

  
	
   

  	
   

  
	
  “Expected Vesting Date”

  	
  as defined at Rule 4.1;

  
	
   

  	
   

  
	
  “Group”

  	
  the Company and its Subsidiaries;

  
	
   

  	
   

  
	
  “Member of the Group”

  	
  the Company or any of its Subsidiaries;

  
	
   

  	
   

  
	
  “Model Code”

  	
  the Model Code on directors’ and relevant employees’
  dealings in securities as set out in the listing rules published by the UK
  Listing Authority;

  
	
   

  	
   

  
	
  “Notional Additional Gain”

  	
  the Exit Price multiplied by the number of Notional
  Additional Shares allocated to a Participant reduced by £0.02 per Notional
  Additional Share for every £0.01 that the Exit Price is less than the
  Notional Share Price of the related Notional Lodged Shares;

  
	
   

  	
   

  
	
  “Notional Additional Share”

  	
  a notional share allocated pursuant to Rule 2.5;

  
	
   

  	
   

  
	
  “Notional Lodged Share”

  	
  a notional share allocated pursuant to Rule 2.4;

  
	
   

  	
   

  
	
  “Notional Share Price”

  	
  for any day determined by the Board for the purpose
  of allocating Notional Lodged shares under the Plan, the middle market price
  of a Share as derived from the London Stock Exchange Daily Official List on
  that day;

  



 


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  “Participant”

  	
  an Employee who is holding monies in a bank account
  pursuant to Rule 2.3;

  
	
   

  	
   

  
	
  “Plan”

  	
  the Imperial Tobacco Group Bonus Match Plan
  constituted by these Rules;

  
	
   

  	
   

  
	
  “Rules”

  	
  these Rules as from time to time amended in
  accordance with their provisions;

  
	
   

  	
   

  
	
  “Share”

  	
  an ordinary share in the capital of the Company;

  
	
   

  	
   

  
	
  “Subsidiary”

  	
  a subsidiary or subsidiary undertaking of the
  Company within the meaning of the Companies Act 1985;

  
	
   

  	
   

  
	
  “Vesting Date”

  	
  the earlier of the Expected Vesting Date and Early
  Vesting Date; and

  
	
   

  	
   

  
	
  “Vesting Period”

  	
  with respect
  to a Notional Additional Share the period between its allocation under Rule
  2.5 and its Vesting Date.

  



 


2.              Invitations


 


2.1            The
Board may, from time to time, invite any Employee to participate in the Plan.


 


2.2            Any
such invitation shall:-


 


(a)          invite
such Employees as the Board may in its discretion determine to deposit monies
(in Sterling or in a local currency and on such other terms (if any) as
determined by the Board) with:


 


(i)          a bank
account held with Abacus (C.I.) Limited; or


 


(ii)         a bank
account designated by the Board; and


 


(b)          advise
such Employees of the proposed basis of allocation of Notional Additional
Shares if they accept the invitation.


 


2.3            An
Employee invited to participate in the Plan may accept the invitation by
depositing monies in a specified bank account in the manner and within the time
prescribed by the invitation.


 


2.4            As
soon as practicable following confirmation of the amount deposited by an
Employee who accepts an invitation under Rule 2.2 the Board shall allocate
Notional Lodged Shares to the Participant by dividing the monies deposited by
the Participant by the applicable Notional Share Price.


 


2.5            Following
the allocation of Notional Lodged Shares to a Participant under Rule 2.4 the
Board shall allocate Notional Additional Shares to that Participant in respect
of the Notional Lodged Shares on such basis (including as to vesting) as the
Board may in its discretion determine based on length of service with the Group,
the Earnings of a Participant, the financial performance of the Group or
otherwise howsoever PROVIDED THAT the 


 


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maximum aggregate number of Notional Additional Shares
which may be allocated to a Participant in respect of an invitation shall not
exceed the total number of Notional Lodged Shares allocated to the Participant
under the Plan in respect of that invitation.


 


2.6            No
invitation shall be made to an Employee at a time when that Employee is
prohibited from dealing (as defined in paragraph 1 of the Model Code) in Shares
by the Model Code.


 


3.              Effect
of Allocation


 


3.1            Any
Notional Lodged Share and Notional Additional Share allocated to a Participant
will be held for that Participant provided that the Participant, throughout the
period commencing on the date of allocation of such Notional Lodged Share and
Notional Additional Share and ending on their Vesting Date:-


 


(a)          remains
employed continuously under a contract of employment with any Member of the Group
and no notice of termination of such contract is given or received; and


 


(b)          does
not withdraw any of the monies held in a bank account pursuant to Rule 2.2 in
respect of which the allocation of Notional Lodged shares was made.


 


4.              Vesting
of Notional Lodged Shares and Notional Additional Shares


 


4.1            Save
as otherwise provided, and provided, in the case of Notional Additional Shares
that any performance condition imposed by the Board under Rule 2.5 has been
satisfied or waived in accordance with its terms, “Expected Vesting Date” in
relation to any Notional Lodged Shares and Notional Additional Shares means the
date after the allocation of the Notional Additional Shares determined by the
Board before that allocation. If an event occurs as a result of which the Board
determines that in relation to all, or any Notional Lodged Shares or Notional
Additional Shares previously allocated the Expected Vesting Date is no longer
appropriate, the Board may in its discretion substitute such other date as it
may determine as the Expected Vesting Date.


 


4.2            Provided,
in the case of Notional Additional Shares, that any performance condition
imposed by the Board under Rule 2.5 has been satisfied or waived in accordance
with its terms, “Early Vesting Date” in relation to any Notional Lodged Shares
and Notional Additional Shares means the date on which any of the following
events shall first occur prior to the Expected Vesting Date of such Notional
Lodged Share and Notional Additional Share:-


 


(a)          any
person acquiring Control of the Company (including for the avoidance of doubt
pursuant to an amalgamation or reconstruction, however effected, or a
compromise or a Plan of arrangement sanctioned by the Court under Section 425
of the Companies Act 1985);


 


(b)          notice
being duly given of a resolution for the voluntary winding-up of the Company;


 


(c)          death
during service of the Participant; or,


 


(d)          cessation
of the Participant’s employment by reason of:-


 


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(i)          ill
health, injury, disability or redundancy;


 


(ii)         the
company employing the Participant ceasing to be a Member of the Group;


 


(iii)        the
business or part of the business to which the Participant’s office or
employment relates being transferred to a person who is not a Member of the
Group;


 


(iv)        any other
circumstances.


 


(e)          notice
being given that the Shares will cease to be listed on the London Stock
Exchange.


 


4.3            For
the purposes of this Rule 4, where a Participant’s employment with any Member
of the Group is terminated without notice the Participant’s employment shall be
deemed to cease on the date on which the termination takes effect and where the
said employment is terminated with notice the Participant’s employment shall be
deemed to cease on the date on which that notice is given unless the Board in
its sole discretion shall agree to extend the date on which the employment is
deemed to cease to the date when the notice expires.


 


5.              Payments


 


5.1            Any
monies held in a bank account pursuant to Rule 2.2 in respect of an allocation
of Notional Lodged shares shall be transferred as soon as practicable (in such
manner as the Board may determine) to the relevant Participant following the
Vesting Date of those Notional Lodged shares.


 


5.2            Save
as otherwise provided, on the Expected Vesting Date of any Notional Lodged
shares and Notional Additional Shares a payment shall be made to the
Participant equal to the aggregate of:-


 


(a)          an
amount equal to the Exit Price multiplied by the number of those Notional
Lodged Shares less the monies deposited in a bank account by that Participant
pursuant to Rule 2.2 in respect of those Notional Lodged shares; and


 


(b)          the
Notional Additional Gain calculated for those Notional Additional Shares.


 


5.3            If
the Vesting Date of any Notional Lodged Shares has arisen under Rule 4.2  payment shall be made to the Participant on
or as soon as practicable after the Vesting Date of an amount calculated by
mutiplying the Exit Price by the number of those Notional Lodged Shares less
the monies deposited in a bank account by that Participant pursuant to Rule 2.2
in respect of those Notional Lodged Shares.


 


5.4            If
the Vesting Date has arisen:


 


(a)          under
Rule 4.2(d)(iv) any allocation of Notional Additional Shares to that
Participant shall lapse unless, within six months of that date, the Board shall
determine otherwise, in which case a payment shall be made to the Participant of
an amount 


 


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determined by the Board in its discretion, but not
exceeding the Notional Additional Gain which the Participant would have been
entitled to had the Vesting Date arisen otherwise than under Rule 4.2(d)(iv);
or


 


(b)          under
Rule 4.2(a) or (b), a Participant will be paid on or as soon as practicable
after the Vesting Date that proportion of the Notional Additional Gain as is
equal to the proportion of the Vesting Period of those Notional Additional
Shares that had expired at the occurrence of the event that gave rise to the
Vesting Date of those Notional Additional Shares; or


 


(c)          under
Rules 4.2(c) or (d)(i), (ii) or (iii) a Participant (or the Participant’s
estate) will be paid on or as soon as practicable after the Vesting Date that
proportion of the Notional Additional Gain as is equal to the proportion of the
Vesting Period of those Notional Additional Shares for which the Participant remained
an Employee.


 


5.5            For
the avoidance of doubt, if. in respect of a Participant’s allocation of
Notional Lodged Shares, their Exit Price multiplied by the number of Notional
Lodged Shares is less than the monies held in a bank account by that
Participant pursuant to Rule 2.2 in respect of those Notional Lodged Shares no
payment shall be made in relation to those Notional Lodged Shares.


 


5.6            Benefit
received by a Participant under the Plan are not pensionable.


 


6.              Capital
Reorganisation


 


6.1            If
there is any capital reorganisation of the Company including a capitalisation
issue, rights issue or rights offer, consolidation or sub-division or any
variation of share capital, or any special dividend, reconstruction or
demerger, a Notional Lodged Share and/or or a Notional Additional Share may be
adjusted in the manner the Company’s auditors, acting as experts and not as
arbitrators, confirm in writing to be fair and reasonable.


 


6.2            Participants
shall be notified of any adjustment.


 


6.3            If
for any fraction of a Notional Lodged Share or a Notional Additional Share
arises for allocation under Rule 6.1, it may be rounded up or down as the Board
thinks fit.


 


7.              Taxation


 


7.1            The
Company and any Member of the Group may make such provision for and take such
action as may be considered by either of them to be necessary or expedient for
the withholding or payment of any taxes or any other statutory deductions for
which either of them is properly accountable and wherever those taxes are
imposed, provided those taxes arise in respect of any payment pursuant to the
Rules including (but not limited to) the withholding of funds from any payment
under these Rules until a Participant reimburses the Company or any Member of
the Group for the amounts of any such taxes for which it is properly
accountable.


 


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7.2            For
the purposes of this Rule 7 the Company and any Member of the Group may rely on
any information supplied to them by any other Member of the Group or by any tax
adviser selected by either of them as to the amount of any such tax liability.


 


8.              General


 


8.1            Any
notice or other document given to any Employee pursuant to the Plan shall be
delivered to him, sent by post to him at his home address according to the
records of his employing company or such other address as may appear to the
Board to be appropriate or sent to him by e-mail to his usual e-mail address
according to the records of his employing company or to such other e-mail
address that the Employee may have advised may be used. Notices or other
documents sent by post shall be deemed to have been received 2 days following
the date of posting for documents posted to addresses in the United Kingdom and
7 days for documents posted to an overseas address. All documents sent to or by
an Employee will be sent entirely at the employee’s risk.


 


8.2            The
decision of the Board on any question of interpretation of the Rules or any
dispute relating to or connected with the Plan shall be final and conclusive.


 


8.3            The
costs of introducing, operating and administering the Plan shall be borne by
the Company.


 


8.4            The
Board shall have power from time to time to make regulations for the
administration and operation of the Plan provided that they are not
inconsistent with these Rules.


 


8.5            Nothing
in the Plan shall form part of any Participant’s contract of employment. The
rights and obligations of a Participant under the terms and conditions of his
employment by any Member of the Group shall not be affected by his
participation in the Plan. The Participant shall have no right to compensation
or damages or any other sum or benefit in respect of his ceasing to participate
in the Plan or in respect of any loss or reduction of any rights or
expectations under the Plan in any circumstances. An Employee who is not
invited to participate in the Plan shall have no right to compensation or
damages or any other sum or benefit in respect of his non-participation.


 


8.6            An
Employee agrees, as a condition of participation in the Plan, to the
collection, processing, transfer (including to countries outside the European
Economic Area) and retention of the Employee’s personal data for use in
connection with the operation of the Plan by any member of the Group and/or any
third party retained by the Board to administer the Plan.


 


9.              Amendment


 


9.1            The
Plan shall be administered under the direction of the Board who may at any time
and from time to time by resolution and without other formality amend or augment
the Rules or the Plan in any respect provided that no amendment shall operate
to affect adversely in any way any rights already acquired by a Participant
without the Participant’s consent.


 


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9.2            Notwithstanding
anything to the contrary contained herein, the Board may at any time and from
time to time by resolution and without further formality amend the Plan in such
manner as the Board may consider necessary or desirable:


 


(a)          in any
way to the extent necessary to render the Plan capable of approval by any
governmental or other regulatory body pursuant to any present or future United
Kingdom legislation;  or


 


(b)          in
order to comply with, take advantage of, or otherwise in connection with any
taxation, legal, regulatory or other rule, law, guideline, regulation or other
provision of or prevailing in any jurisdiction in which this Plan is or is
intended to be operated.


 


10.            Termination


 


The Plan may
be terminated at any time by a resolution of the Board, and shall in any event
terminate on 1 February 2015. Any termination shall not affect the outstanding
rights of Participants.


 


11.            Governing
Law


 


This Plan shall be governed by the laws of
England.


 


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SCHEDULE 1


 


INTERNATIONAL RULES


 


The Rules of the Plan apply in the jurisdictions
specified below:


 


Ivory Coast


 Macedonia

Madagascar

Serbia


Slovenia


Ukraine


 


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