AstraZeneca PLC RULES OF THE ASTRAZENECA PERFORMANCE SHARE PLAN |
Approved by shareholders on 28 April 2005 and adopted by the Remuneration Committee of the Board of Directors on 28 June 2005 |
ALLEN & OVERY LLP
London
CONTENTS
| Rule | Page | |
| 1. | Definitions and Interpretation | 1 |
| 2. | How the Plan will operate | 1 |
| 3. | Limit on the number of Shares which can be issued | 2 |
| 4. | Rights in relation to Shares under Awards | 3 |
| 5. | Vesting of Awards | 3 |
| 6. | Lapse of Awards | 4 |
| 7. | General offer, scheme of arrangement or voluntary winding up of the Company | 5 |
| 8. | Consequences of vesting of an Award | 6 |
| 9. | Adjustment of Awards | 6 |
| 10. | Exchange of Awards | 6 |
| 11. | Ranking of Shares | 7 |
| 12. | Withholding for tax | 7 |
| 13. | Administration | 7 |
| 14. | Amending the Plan | 8 |
| 15. | General | 9 |
| 16. | Data Protection | 10 |
| 17. | Governing Law | 10 |
| Appendix: Definitions | 11 | |
RULES OF THE ASTRAZENECA
PERFORMANCE SHARE PLAN
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | Definitions |
| The words and expressions used in this Plan which have capital letters have the meanings set out in the appendix to the Rules. | |
| 1.2 | Interpretation |
| The headings in the Rules are for convenience and should be ignored when construing them. Unless the context otherwise requires, words in the singular include the plural and vice versa and words importing either gender include both genders. Reference in the Rules to any statutory provisions is to those provisions as amended, extended or re-enacted from time to time, and include any regulations or other subordinate legislation made under them. | |
| 2. | HOW THE PLAN WILL OPERATE |
| 2.1 | The Remuneration Committee |
| The Remuneration Committee will, from time to time, set the policies for the Company's operation and administration of the Plan within the terms of the Rules. The policies may include the determination of: |
| (a) | the Eligible Employees who may be granted Awards; | |
| (b) | the maximum annual Market Value of Shares which may be put under an Eligible Employee's Award; and | |
| (c) | what performance target(s) will apply to the grant or vesting of an Award and how the performance target(s) will be measured. |
| 2.2 | Eligible Employees |
| An Eligible Employee may be recommended from time to time for the grant of an Award. The grant of an Award to an Eligible Employee on a particular basis does not create the right or expectation of the grant of an Award on the same basis, or at all, in the future. An Eligible Employee may not be granted an Award if he is within six months from his retirement date. An Award is not pensionable. | |
| 2.3 | How an Award may be granted |
| The Grantor will grant the Award so that it constitutes a binding contract between the Participant and the Grantor. If the Award is granted by deed, a single deed of grant may be executed in favour of any number of Participants. There will be no payment for the grant of an Award. | |
| 2.4 | When an Award may be granted |
| An Award may be granted at any time that the Remuneration Committee believes is appropriate, other than during a Close Period of the Company. |
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| 2.5 | Performance target(s) |
| The grant or vesting of an Award will be subject to performance targets selected by the Remuneration Committee. The vesting of an Award can also be subject to any additional terms and conditions which the Remuneration Committee considers appropriate. The performance targets and any additional terms and conditions to which an Award is subject will be specified at the Date of Grant. The Remuneration Committee will have discretion to decide whether and to what extent the performance target(s) to which an Award is subject has been met. If an event occurs which causes the Remuneration Committee, acting fairly and reasonably, to believe that the performance target(s) is no longer appropriate, the Remuneration Committee can adjust or waive the performance target(s) accordingly. The performance target(s) cannot be adjusted so that it is more difficult to satisfy. | |
| 2.6 | Awards personal to Participants |
| An Award may not, nor may any rights in respect of it, be sold, transferred, assigned, charged or otherwise encumbered or disposed of to any person. A Participant's Award(s) may be transmitted to the Participant's personal representatives on the Participant's death. | |
| 2.7 | Disclaimer of Award |
| A Participant may disclaim an Award, in whole or in part, in writing to the Secretary of the Company within thirty (30) days after the Date of Grant. No consideration will be paid for the disclaimer of an Award. To the extent that an Award is disclaimed it will be taken never to have been granted. | |
| 2.8 | Social security contributions |
| The Company may require an Eligible Employee to enter into an agreement under paragraph 3A of Schedule 1 to the Social Security Contributions and Benefits Act 1992 (as amended by the National Insurance Contributions and Statutory Payments Act 2004) or to make an election under paragraph 3B of Schedule 1 to that Act in relation to any secondary class 1 National Insurance contributions arising on the vesting of an Award. | |
| 3. | LIMIT ON THE NUMBER OF SHARES WHICH CAN BE ISSUED |
| 3.1 | The limit for all Shares issued under the Plan |
| The number of Shares which can be allocated under the Plan on any day, when aggregated with the number of Shares allocated in the previous 10 years under the Plan and any other Employees' Share Scheme of the Company, cannot exceed 10 per cent. of the ordinary issued share capital of the Company from time to time. | |
| 3.2 | Meaning of allocation and exclusion from the limit |
The reference in this Rule 3 to the allocation of Shares means, in the case of any share option plan, the placing of unissued or treasury Shares under option and, in the case of any other Employees' Share Scheme, the placing of unissued or treasury Shares under award or the issue and allotment of Shares or the transfer of treasury Shares (as the case may be). For the purposes of the limit in this Rule 3 |
| (a) | Shares where the right to acquire them was released, cancelled or lapsed without being exercised will be ignored; and |
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| (b) | to the extent that the exercise or vesting of any award is to be satisfied by the transfer of Shares already in issue, that award will not be treated as granted over unissued Shares. |
| 3.3 | Adjustment to Shares to be taken into account |
| Where Shares issued under the Plan or any other Employees' Share Scheme of the Company are to be taken into account for the purposes of the limit in Rule 3.1 and a Variation in the equity share capital of the Company has taken place between the date of issue of the Shares and the date on which the limit is to be calculated, the number of Shares to be taken into account for the purposes of the limit will be adjusted in the manner the Remuneration Committee considers appropriate to take account of the Variation (subject to confirmation from an appropriate independent professional that the adjustment is fair and reasonable). | |
| 3.4 | The individual limit |
| The maximum Market Value (determined at the Date of Grant) of Shares which may be put under Award in respect of any Eligible Employee in any financial year of the Company will be 500% of the Eligible Employee's basic salary. Within this limit is excluded the additional Shares which may vest, at the sole discretion of the Remuneration Committee, if, in the Remuneration Committee's opinion, the Company has consistently maintained outstanding performance by reference to the performance target(s) in accordance with Rule 5.1, though the number of any additional Shares may not exceed 25% of the total number of Shares made the subject of the Award on the Date of Grant. | |
| 3.5 | Purported grant of an Award in excess of limits |
If an Award is purported to be granted in breach of the limit in Rule 3.1, the number of Shares over which the Award is purported to have been granted will, with the number of Shares over which all other Awards have been granted on the same Date of Grant, be reduced pro rata to the largest lower number that complies with Rule 3.1. Where this Rule 3.5 operates, when the number of Shares under the Award has been adjusted accordingly, an Award will take effect from the Date of Grant as if it had been granted on the adjusted terms. | |
| 4. | RIGHTS IN RELATION TO SHARES UNDER AWARDS |
| A Participant has no voting, dividend or other rights attaching to the Shares under an Award made to the Participant, before the Award vests. The Trustee will not vote in respect of any Shares held by the Trustee under an Award at any general meeting of the Company but may otherwise, at its discretion, be entitled to vote or abstain from voting in respect of them. | |
| 5. | VESTING OF AWARDS |
| 5.1 | Normal vesting |
| Subject to Rules 5.2, 5.3 and 7 and any additional terms and conditions which apply to the Award, an Award will vest on the third anniversary of its Date of Grant to the extent that the performance target(s) which apply to it has been met, provided that the Remuneration Committee will have discretion to allow the Award to vest in respect of a further number of Shares, which shall not exceed the 25% limit in Rule 3.4, if, in the Remuneration Committee's opinion, the performance of the Company by reference to the performance target(s) has been consistently outstanding. |
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| 5.2 | Early vesting on cessation of Employment (good leaver) |
| If a Participant ceases to be in Employment due to death, ill-health, injury or Disability (evidenced to the satisfaction of the Remuneration Committee), Redundancy or Retirement, the company by which the Participant is employed ceasing to be a member of the Group or the transfer of the undertaking or part-undertaking in which the Participant is employed to a person or body corporate outside the Group, then the Participant's Award(s) will vest, pro-rata to the time elapsed between the Date of Grant of the Award and the date of cessation of Employment, at the end of the Performance Period, to the extent that the performance target(s) measured over the Performance Period has been met. However, the Remuneration Committee may permit the Award to vest immediately on cessation of Employment where that cessation occurred as a result of one of the events mentioned in this Rule 5.2 to the extent that the performance target(s) have, in the opinion of the Remuneration Committee, been satisfied from the Date of Grant to the date of cessation of Employment. If the Remuneration Committee believes that exceptional circumstances warrant this, it may exercise its discretion to vest the Award on another basis. | |
| 5.3 | Cessation of Employment (exceptional circumstances) |
| If a Participant ceases to be in Employment for any reason other than those specified in Rule 5.2 and other than on dismissal for gross misconduct, the Remuneration Committee may, if it considers the circumstances sufficiently exceptional to warrant this, preserve all or part of any Participant's Award but only so that it may vest at the end of the Performance Period, pro-rata to the time elapsed between the Date of Grant of the Award and the date of cessation of Employment, to the extent that the performance target(s) measured over the Performance Period has been met. | |
| 5.4 | Payment on account of dividends |
| To the extent that an Award has vested, the Participant shall receive an amount equal to the total dividends paid or payable in respect of the Shares in relation to which the Award has vested, by reference to dividend record dates from the Date of Grant until the Award has vested. Such payment, which may be made in cash or Shares, will be made net of any income tax or national insurance contributions due in respect of it. | |
| 5.5 | Vesting in a Close Period |
| If vesting of an Award would occur on a day in a Close Period, the day on which the Award vests will be the first Dealing Day following the end of the Close Period. | |
| 6. | LAPSE OF AWARDS |
| 6.1 | Lapsing of Awards |
| An Award will lapse and cease to be capable of (further) vesting on the earliest of: |
| (a) | the Participant ceasing to be in Employment in any circumstances other than those referred to in Rule 5.2 and where the Remuneration Committee has not preserved all or part of the Award under Rule 5.3. If the Remuneration Committee preserves part only of an Award under Rule 5.3, the part that is not preserved will lapse immediately on cessation of Employment; |
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| (b) | the Participant being deprived of the legal or beneficial ownership of the Award by operation of law, or doing or omitting to do anything which causes him to be so deprived or being declared bankrupt; and | |
| (c) | the Participant attempting to breach Rule 2.6. |
| 6.2 | Lapse where no or only partial vesting |
| Where, after all applicable testing of the performance target(s) to which it is subject, an Award has not vested or only vested in part under the performance target(s), the unvested part of the Award will lapse with immediate effect. | |
| 6.3 | Female Participants on maternity leave |
| For the purposes of this Rule 6, a female Participant on maternity leave will not cease to be in Employment until the earlier of the date on which she notifies her employer of her intention not to return to work or the date on which she ceases to have statutory or contractual rights to return to work. | |
| 7. | GENERAL OFFER, SCHEME OF ARRANGEMENT OR VOLUNTARY WINDING UP OF THE COMPANY |
| 7.1 | Circumstances in which this Rule applies |
| Subject to Rule 10, this Rule applies where: |
| (a) | an offeror (either alone or with any party acting in concert with the offeror) obtains Control of the Company as a result of making an offer to acquire the whole of the issued ordinary share capital of the Company (or such part of it which is not at the time owned by the offeror and any party acting in concert with the offeror); or | |
| (b) | the Court sanctions a compromise or arrangement affecting the Shares under section 425 of the Companies Act 1985; or | |
| (c) | a resolution is passed for the voluntary winding up of the Company. |
| 7.2 | Date of vesting |
| An Award will vest, subject to Rule 6, to the extent determined by the Remuneration Committee under Rule 7.3 on the date on which the relevant event described in rule 7.1 occurs. | |
| 7.3 | The extent of vesting of an Award |
| Where Rule 7.1 applies or is likely to apply an Award will vest, pro-rata to the time elapsed between the Date of Grant of the Award and the date on which the relevant event described in Rule 7.1 occurs, to the extent that the performance target(s) applicable to that Award have been met up to the date of the relevant date (or the most practicable earlier date). The Remuneration Committee will, however, and if it believes that exceptional circumstances warrant this, have discretion to take into account any other factors it believes to be relevant in determining the extent to which an Award will vest in the circumstances. The Remuneration Committee will confirm as soon as practicable the extent (if any) to which an Award will vest and this confirmation may be before, but conditional on, the relevant event in Rule 7.1 occurring. |
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| 8. | CONSEQUENCES OF VESTING OF AN AWARD |
| As soon as practicable and permissible following the vesting of an Award, the Shares subject to it in respect of which it has vested will, subject to Rule 12, be transferred to the Participant. | |
| 9. | ADJUSTMENT OF AWARDS |
| 9.1 | Variation in equity share capital |
| If there is a Variation in the equity share capital of the Company the number and/or the nominal value of the Shares over which an Award is granted will be adjusted in the manner the Remuneration Committee determines (subject to confirmation from an appropriate independent professional that the adjustment is fair and reasonable). | |
| 9.2 | Notifying Participants of adjustments |
| The Grantor will take the steps it considers necessary to notify Participants of any adjustment under Rule 9 and may call in, cancel, endorse, issue or re-issue any award certificate as a result of that adjustment. | |
| 10. | EXCHANGE OF AWARDS |
| 10.1 | Circumstances in which Awards are exchanged |
| This Rule applies when: |
| (a) | a company (the Acquiring Company) has obtained Control of the Company; | |
| (b) | the shareholders of the Acquiring Company immediately after it has obtained Control of the Company are substantially the same as the shareholders of the Company immediately before that event; and | |
| (c) | the Acquiring Company consents to the exchange of Awards under this Rule. |
| 10.2 | The Exchange |
When this Rule 10 applies Participants' Awards (Old Awards) will not vest but will be exchanged for awards (New Awards) in respect of shares in the Acquiring Company. A New Award will be equivalent to the Old Award for which it is exchanged before the change of Control so that: |
| (a) | it is governed by the Rules in effect immediately before the release of the Old Award; and | |
| (b) | the total Market Value of the Shares the subject of the Old Award immediately before the exchange is equal to the total Market Value immediately after the exchange of the shares the subject of the New Award. |
| The provisions of the Plan will, for this purpose, be construed as if the New Award was granted under the Plan at the same time as the Old Award. | |
| 10.3 | The New Awards |
| References to Shares will, in relation to the New Award, be taken as references to shares of the Acquiring Company. References to the Company will be taken to be references to the |
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| Acquiring Company, where appropriate. The New Awards will not vest or lapse if Rule 7 applies in respect of the change of Control which lead to the grant of the New Awards. | |
| 11. | RANKING OF SHARES |
| Shares issued or allotted, deemed issued or allotted or transferred to a Participant under the Plan will rank equally in all respects with Shares of the same class, except that they will not rank for any right attaching to them by reference to a record date preceding the date of their acquisition by or transfer to the Participant. | |
| 12. | WITHHOLDING FOR TAX |
| The Grantor or any person which is a Participant's employer may withhold any amount and make any arrangements it considers necessary to meet any liability of the Participant to taxation or social security contributions in connection with the benefits delivered under the Plan. These arrangements may include the sale on behalf of the Participant of any Shares acquired by a Participant under the Plan. | |
| 13. | ADMINISTRATION |
| 13.1 | Notices |
| Any notice or other communication in connection with the Plan (including award certificates) can be given by electronic mail or by personal delivery, by facsimile, by first-class post or airmail, (in the case of a company, to its registered office and in the case of an individual to the individual's last known address) or by any other means which a Participating Company and its employees use to communicate with each other. | |
| 13.2 | When notice is given |
| Any notice under the Plan will be given: |
| (a) | if delivered personally, at the time of delivery; | |
| (b) | if posted, at 10.00 a.m. on the third business day after it was put into the post; or | |
| (c) | if sent by facsimile, email or any other form of electronic transfer, at the time of despatch. |
| In proving service of notice it will be sufficient to prove that delivery was made or that the envelope containing it was properly addressed, prepaid and posted or that the facsimile message, email or other form of electronic transfer was properly addressed and despatched, as appropriate. | |
| 13.3 | Documents sent to shareholders |
| Participants may, upon request, receive copies of any notice or document sent by the Company to the holders of Shares. | |
| 13.4 | Replacement Award certificates |
| If any Award certificate is worn out, defaced, destroyed or lost, it may be replaced on production of any evidence that the Grantor requires being provided. The Company's records |
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| will be the correct and current statement of the extent or status of a Participant's outstanding Award(s) under the Plan, if there is any doubt. | |
| 13.5 | Costs of introducing and administering the Plan |
| The costs of introducing and administering the Plan will be borne by the Company. However, the Company may require any Subsidiary of the Company to enter into an agreement which obliges that Subsidiary to reimburse the Company for any costs borne by the Company, directly or indirectly, in respect of the Subsidiary's officers or employees. The Company may also enter into a similar agreement with any Participating Company or Associated Company which is not a Subsidiary of the Company. | |
| 14. | AMENDING THE PLAN |
| 14.1 | The Company has discretion to amend the Rules |
| Subject to the remainder of this Rule 14, the Company (acting through the Board or the Remuneration Committee) can amend the Rules at any time. | |
| 14.2 | Additional sections |
| The Company can adopt additional sections of the Rules applicable in any jurisdiction under which Awards may be subject to additional and/or modified terms and conditions, having regard to any securities, exchange control or taxation laws, which may apply to a Participant, the Company, any Participating Company or Associated Company. Any additional sections must conform to the basic principles of the Plan and must not exceed the limits set out in the Rules. | |
| 14.3 | No abrogation of existing rights |
| No amendment will be made under Rule 14.1 which would adversely and materially affect the existing rights of a Participant unless it is made with the Participant's written consent or with the written consent of a majority of the Participants affected by the amendment. For these purposes, majority may, at the discretion of the Remuneration Committee, mean the majority by number of Participants or by number of Shares under Awards held by Participants affected by the amendment. | |
| 14.4 | Shareholder approval |
| No amendment to the advantage of Participants (except for an amendment which could be included in an additional section adopted under Rule 14.2) can be made to the provisions in the Rules (if any) relating to: |
| (a) | who can be a Participant; | |
| (b) | the number of Shares which can be allocated under the Plan; and | |
| (c) | the basis for determining a Participant's entitlement to and the terms of the Shares and any adjustment in the event of a Variation, |
| without the approval by ordinary resolution of the Company in general meeting, except for minor amendments 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 Eligible Employees or for a member of the Group in any jurisdiction. |
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| 15. | GENERAL |
| 15.1 | Administration of the Plan |
| The Plan will be administered by: | |
| (a) the Remuneration Committee; or | |
| (b) any sub-committee appointed by the Remuneration Committee. | |
| The Remuneration Committee, or any sub-committee appointed by the Remuneration Committee, has full authority, consistent with these Rules to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt any regulations for administering the Plan and any documents it thinks necessary or appropriate. However, the decision of the Remuneration Committee on any matter concerning the Plan will be final and binding on all parties, notwithstanding any delegation of authority to a sub-committee. | |
| 15.2 | Termination of the Plan |
| The Plan will terminate at the end of the Plan Period or at any earlier time the Company decides. Termination of the Plan will not affect the subsisting rights of Participants. | |
| 15.3 | The Plan and funding the purchase of Shares |
| The Company or any other member of the Group may provide money to the trustees of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or may enter into any guarantee or indemnity for those purposes, to the extent permitted by any applicable law. | |
| 15.4 | Rights of Participants and Eligible Employees |
| Participation in the Plan is not pensionable and does not form part of any Participant's employment contract. Nothing in the Plan nor in any document executed under it will give any officer or employee of any Participating Company or Associated Company any right to participate in the Plan. The rights and obligations of any individual under the terms of the individual's office or Employment with any member of the Group will not be affected by the individual's participation in the Plan nor any right which the individual may have to participate under it. A Participant holding an Award will not have any rights of a shareholder of the Company with respect to that Award or the Shares subject to it, until such time as the Award vests. | |
| 15.5 | No rights to compensation or damages |
| A Participant waives all and any rights to compensation or damages under the Plan in consequence of the termination of the Participant's office or Employment with a member of the Group for any reason. Nothing in the Plan or in any document executed under it will give any person any right to continue in Employment or will affect the right of any member of the Group to terminate the Employment of any person without liability at any time with or without cause, or will impose on any member of the Group, the Grantor or the Remuneration Committee or their respective agents and employees any liability in connection with the loss of a Participant's benefits or rights under the Plan, the failure or refusal of any person to exercise a discretion under the Plan, and/or a Participant ceasing to be a person who has the status or relationship of an employee or director of any member of the Group for any reason as a result of the termination of the Participant's Employment. |
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| 15.6 | The benefit of Rules 15.4 and 15.5 |
| 15.7 | Articles of Association |
| Any Shares acquired under the Plan will be subject to the articles of association of the Company as amended from time to time. | |
| 15.8 | Claims for relief under the Taxation of Chargeable Gains Act 1992 |
| If Shares are transferred to a Participant under an Award, the Participant will, if required by the person making the transfer, join that person in making a claim for relief under section 165 of the Taxation of Chargeable Gains Act 1992 in respect of the disposal made by the person making that transfer. | |
| 15.9 | Severability |
| The invalidity or non-enforceability of one or more provisions of the Plan will not affect the validity or enforceability of the other provisions of the Plan, which will remain in full force and effect. | |
| 15.10 | Third party rights |
| Unless expressly provide in the Plan, nothing in this Plan confers any benefit, right or expectation on a person who is not an Eligible Employee and no third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist. | |
| 16. | DATA PROTECTION |
| By participating in the Plan, the Participant consents to the collection, processing, transmission (including to countries or territories outside the European Economic Area) and storage in any form whatsoever by the Company of any data of a professional or personal nature which is necessary for operating and administering the Plan. This may include providing information to trustees of an employee benefit trust, or to registrars, or brokers, or third party administrators of the Plan, or to future purchasers of the company or the business in which the Participant works. | |
| 17. | GOVERNING LAW |
| These Rules will be governed by and construed in accordance with the law of England. All Participants, the Company and any other Participating Company or Associated Company will submit to the jurisdiction of the English courts in relation to anything arising under the Plan. The Remuneration Committee may determine that another law will apply to the operation of the Plan outside the United Kingdom. |
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APPENDIX
DEFINITIONS
ADS means an American Depository Share representing one Share;
Associated Company means in relation to the Company:
| (a) | any company which has Control of the Company; and | |
| (b) | any company (other than a Participating Company) which is under the Control of any company referred to in (a) above; or | |
| (c) | any body corporate which is under the control (but not necessarily the Control) of the Company; |
Award means a contingent right to acquire Shares granted or proposed to be granted under Rule 2;
Board means the board of directors of the Company or a duly authorised committee of it, which may include the Remuneration Committee;
Close Period means a period when the members of the Board are prohibited from dealing in Shares under the Criminal Justice Act 1993, the Financial Services Authority model code on transactions in securities, or under any other statute, regulation or similar code to which the Company is subject;
Company means AstraZeneca PLC (registered number 2723534) which, for the purposes of the Rules, may act through the Board;
Control means the power of a person to secure:
| (a) | by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate; or | |
| (b) | by virtue of any powers conferred by the articles of association or other document regulating that or any other body corporate, |
that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;
Date of Grant means with respect to an Award, the date on which the Grantor grants it;
Dealing Day means a day on which the London Stock Exchange plc is open for the transaction of business;
Disability means long-term disability evidenced to the satisfaction of the Remuneration Committee;
Eligible Employee means any person who at a Date of Grant is an employee of a Participating Company;
Employees' Share Scheme means a scheme established by the Company for encouraging or facilitating the holding of shares or debentures in the Company by or for the benefit of:
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| (a) | the bona fide employees or former employees of the Company, the Company's Subsidiary or holding company or a Subsidiary of the Company's holding company; or | |
| (b) | the wives, husbands, widows, widowers or children or step-children under the age of 18 of such employees or former employees; |
Employment means employment as an employee of a Participating Company or an Associated Company;
Grantor means in relation to an Award, the person who granted that Award which may be the Company, the Trustee or any other person;
Group means the Company, its Subsidiaries and any Associated Company;
Market Value means, in relation to a Share on any day, an amount equal to the average of the middle market closing prices of a Share (as derived from the Daily Official List of the London Stock Exchange plc) on the three consecutive Dealing Days preceding that day (or such other Dealing Day or Dealing Days as the Remuneration Committee may decide);
Participant means any Eligible Employee to whom an Award has been granted, or (where the context requires) that Eligible Employee's personal representatives;
Participating Company means:
| (a) | the Company; and | |
| (b) | any Subsidiary of the Company or any body corporate which is under the control (but not necessarily the Control) of the Company which in either case is designated by the Board as a Participating Company; |
Performance Period means the period of three years commencing on the Date of Grant of the Award:
Plan means the AstraZeneca Performance Share Plan constituted by the Rules;
Plan Period means the period starting on 28 April 2005 and ending on 27 April 2015;
Redundancy means termination of Employment by reason of redundancy within the terms of the Employment Rights Act 1996;
Remuneration Committee means the duly authorised remuneration committee of the Board;
Retirement means retirement at or after any age at which the Participant is i) bound or entitled to retire under his contract of Employment and ii) has the right to receive an immediate pension and draws that pension under one of the pension schemes of any member of the Group or early retirement with the agreement of the company which employs him;
Rules means these rules as amended from time to time;
Share means a fully paid ordinary share in the capital of the Company or, where the context requires it, an ADS;
Subsidiary means a company is a subsidiary of another company if:
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| (a) | that other company: |
| (i) | holds a majority of the voting rights in it; or | |
| (ii) | is a member of it and controls the composition of its board of directors; or | |
| (iii) | is a member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or |
| (b) | the first mentioned company is a subsidiary of any company which is that other's subsidiary; |
Trustee means the trustee for the time being of an employee benefit trust established by the Company as an Employees' Share Scheme; and
Variation means in relation to the equity share capital of the Company a capitalisation issue, an offer or invitation made by way of rights, a subdivision, a consolidation or a reduction, or any other variation which the Remuneration Committee believes justifies an adjustment to Awards.
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