Exhibit 4.5
RULES OF THE
BRITISH SKY BROADCASTING GROUP
MANAGEMENT LONG-TERM INCENTIVE PLAN
Adopted by the Remuneration Committee, on behalf of the Board on 3 November 2005.
RULES OF THE BRITISH SKY BROADCASTING GROUP
MANAGEMENT LONG-TERM INCENTIVE PLAN
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4.2.4 | retirement whether at Pensionable Age or at any other age at which the Participant is bound or entitled to retire in accordance with the terms of his contract of employment; | |
4.2.5 | early retirement by agreement with the company which employs him; | |
4.2.6 | the company which employs him ceasing to be under the Control of the Company or such company ceasing to be an Associated Company; | |
4.2.7 | the transfer or sale of the undertaking or part-undertaking in which he is employed to a person who is neither under the Control of the Company nor an Associated Company; or | |
4.2.8 | any reason other than the reasons specified in Rule 4.2.1 to 4.2.7 at the discretion of the Chief Executive or, if the Participant falls within its remit, the Remuneration Committee, such discretion to be exercised within 28 days of the cessation of office or employment. | |
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of this Rule 4.3.1 a person shall be deemed to have obtained Control of the Company if he and others acting in concert (as defined by the City Code on Take-overs and Mergers) with him have together obtained Control of it; | |||
4.3.2 | at any time during which any person who has become bound or entitled to acquire Shares under Sections 428 to 430F of the Companies Act 1985 or Articles 421 to 423 of the Companies (Northern Ireland) Order 1986 remains so bound or entitled; | ||
4.3.3 | conditionally from the date on which the court orders a shareholders’ meeting to sanction a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies under Section 425 of the Companies Act 1985 until 12 noon on the day immediately preceding the date of the shareholders’ meeting. Any Nil Price Option not exercised by the end of that period shall, if the compromise or arrangement is sanctioned, cease to be exercisable and shall lapse on the expiry of the period of 6 months beginning with the time when the court sanctioned the compromise or arrangement. The Board shall try to procure that the proposal, in so far as it relates to the holders of the Shares, shall be extended to each Participant who shall have conditionally exercised his Nil Price Options prior to 12 noon on the day immediately before the date of the shareholders’ meeting; | ||
4.3.4 | at any time before a resolution for the voluntary winding-up of the Company, of which the Company shall give notice to all Participants, has been passed or defeated or the meeting concluded or adjourned indefinitely, conditionally on the resolution being passed. If such resolution is passed all Nil Price Options shall, to the extent that they have not been exercised, lapse at the expiry of 2 months from the date of the resolution; | ||
4.3.5 | in the period beginning 3 months before and ending 3 months after the transfer of a Participant to a country outside the United Kingdom who continues or will continue to hold an office or employment with a Participating Company or an Associated Company as a result of that transfer and will either: | ||
(i) | become subject to income tax on his remuneration in the country to which he is transferred such that he will suffer a tax disadvantage upon exercising his Nil Price Option following the transfer; or | ||
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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 4.5 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.
(i) | for any reason specified in Rules 4.2.1 to 4.2.8 (including where theRemuneration Committee has exercised its discretion under Rule 4.2.8); or | ||
(ii) | for any reason whatsoever during any of the periods specified in Rules 4.3.1 to 4.3.5 inclusive; | ||
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APPENDIX
DEFINITIONS
Appendix | this appendix which forms part of the Rules; | |
Associated Company | in relation to the Company: | |
(i) | any company which has Control of the Company; | |
(ii) | any company (other than a Participating Company) which is under the Control of any company referred to in paragraph (i) above; | |
(iii) | a body corporate which is a subsidiary undertaking (within the meaning of section 258 of the Companies Act 1985) of a Participating Company or any company referred to in paragraph (i) or (ii) above and has been designated by the Board for this purpose; and | |
(iv) | any other body corporate in relation to which a body corporate within paragraph (i), (ii) or (iii) 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; | |
Award | An award is a contingent right to acquire existing shares which is either subsisting or is proposed to be granted and may take the form of: | |
(a) | an option with an option price equal to zero (“Nil Price Option”) or | |
(b) | a contingent right to acquire shares at no cost (“Contingent Award”); | |
Award Exercise Date | the date when the exercise of an Award is effective because it complies with Rules 5.2 and 5.3; | |
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Award Vesting Date | the date when the Award vests because it complies with Rule 5.3; |
Chief Executive | a director of the Company who from time to time is designated as the Chief Executive of the Company; |
the Company | British Sky Broadcasting Group plc (registered no. 2247735); |
Control | has the meaning given by Section 840 of the Taxes Act; |
Date of Grant | the date on which the Grantor grants an Award by the execution of a deed under Rule 2.5; |
Dealing Day | any day on which the London Stock Exchange is open for the transaction of business; |
Eligible Employee | any person who at the Date of Grant is an employee of a Participating Company but who is not also a director of the Company; |
Employees’ Share Scheme | the meaning given by Section 743 of the Companies Act 1985; |
Grantor | in relation to an Award, the person who has granted that Award which may be the Company, an employees’ trust or any other person; |
London Stock Exchange | the London Stock Exchange Limited or any successor body carrying on the business of the London Stock Exchange; |
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Model Code | the Model Code for transactions in securities by directors and certain employees of listed companies issued by the London Stock Exchange from time to time; | |
Participant | any Eligible Employee to whom an Award has been granted, or (where the context requires) his personal representatives; | |
Participating Company | (i) | the Company; and |
(ii) | any other company which is a Subsidiary of the Company; | |
Pensionable Age | age 65; | |
Plan | the British Sky Broadcasting Management Long-Term Incentive Plan in its present form or as from time to time amended in accordance with the Rules; | |
Plan Period | the period starting on the date the Plan is approved by the Remuneration Committee and ending on the tenth anniversary of that date; | |
Remuneration Committee | a duly authorised remuneration committee of the Board the majority of whose members are non-executive directors; | |
Rules | these rules as amended from time to time; | |
Share | a fully paid ordinary share in the capital of the Company; | |
Subsidiary | a company as defined by Section 736 of the Companies Act 1985; | |
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Tax Liability | in relation to a Participant, the amount of all taxes and/or national insurance contributions or any other contributions which any Participating Company and/or Associated Company is required to account for in respect of an Award; |
Taxes Act | the Income and Corporation Taxes Act 1988; and |
Variation | any variation to the equity share capital of the Company including (without limitation) a capitalisation issue, an offer or invitation made by way of rights, a subdivision, a consolidation or reduction. |
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