Exhibit 4(g)
Appendix A
RULES
OF
THE BP AMOCO
SHARE OPTION PLAN
Share Holders' Approval: 25 November 1998
Director's Adoption: 25 November 1998
Expiry Date: 24 November 2008
b
One Silk Street
London EC2Y 8HQ
Tel: (+44)171 456 2000
Ref: ENP
RULES OF THE BP AMOCO SHARE OPTION PLAN
1 Meanings Of Words Used
In these Rules:
"ADS" means an American depository share, or part thereof,
representing six ordinary shares of the Company;
"Business Day" means a day on which the London Stock Exchange
or as the context requires the NYSE are open for the
transaction of business;
"Control" has the meaning in Section 840 of the Income and
Corporation Taxes Act 1988;
"Company" means BP AMOCO p.l.c.;
"Date of Grant" means the date on which the Directors resolve
to grant an Option;
"Directors" means the board of directors of the Company or a
duly authorised committee of it;
"Eligible Employee" means any person who is an employee of a
Participating Company.
"Exercise Condition" means a condition or conditions imposed
under Rule 2.3;
"the London Stock Exchange" means The International Stock
Exchange Limited;
"Member of the Group" means:
(a) the Company; and
(b) its Subsidiaries from time to time; and
(c) any other company which is associated with the
Company and is designated by the Directors as a
Member of the Group;
"Model Code" means the London Stock Exchange Model Code for
transactions in securities by directors, certain employees
and persons connected with them;
"NYSE" means the New York Stock Exchange Inc.;
"Option" means a right to acquire Shares granted under the
Plan;
"Optionholder" means a person holding an Option or his
personal representatives;
"Option Period" means a period starting on the Date of Grant
of an Option and ending at the end of the day before the 10th
anniversary of the Date of Grant or such shorter period as
may be specified on the Date of Grant;
"Option Price" means the amount payable for each Share on the
exercise of an Option calculated as described in Rule 3;
"Participating Companies" means:
(i) the Company; and
(ii) any Subsidiary and any other company which is
designated by the Directors as a Participating
Company.
"Plan" means this plan known as "The BP AMOCO Share Option
Plan" constituted by this document as may be amended from
time to time;
"Rules" means the rules of the Plan as changed from time to
time;
"Shares" means fully paid ordinary shares or securities
representing ordinary shares in the Company or, as the
context may require, ADSs;
"Subsidiary" means a company which is a subsidiary of the
Company within the meaning given by Section 736 of the
Companies Act 1985.
2 Grant Of Options
2.1 Grant of Options:
The Directors may grant to any Eligible Employee an
Option to acquire such number of Shares or ADSs as they
may determine.
2.2 Time when Options may be granted:
2.2.1 Options may only be granted within 42 days starting
on any of the following:
(i) the adoption of the Plan;
(ii)the day after the announcement of the
Company's results to the London Stock Exchange
for any period;
(iii) any day on which the Directors resolve
that exceptional circumstances exist which
justify the grant of Options; or
(iv)any day on which changes to the legislation or
regulations affecting share option schemes are
announced, effected or made.
2.2.2 The Directors may only grant Options between the
adoption of the Plan and the 10th anniversary of
that date.
2.2.3 The Directors may not grant Options at any time
which would cause the Option Price to be calculated
by reference to any days on or before the
announcement of results.
2.2.4 If the Directors cannot grant any Options due to
restrictions imposed by statute, order, regulation
or government directive, or by any code adopted by
the Company based on the Model Code, the Directors
may grant Options within 42 days after the lifting
of such restrictions.
2.3 Exercise Condition:
When granting an Option, the Directors may make its
exercise conditional on the satisfaction of Exercise
Conditions. The Exercise Conditions must be objective,
and specified at the Date of Grant. The Directors may
waive or change the Exercise Conditions if anything
happens which causes the Directors to consider that:
2.3.1 changed Exercise Conditions would be a fairer
measure of performance, and would be no less
difficult to satisfy; or
2.3.2 the Exercise Conditions should be waived.
2.4 Evidence of Option:
An Option shall be evidenced by deed in such form as the
Directors determine.
2.5 No Payment:
Optionholders are not required to pay for the grant of
any Option.
2.6 Disclaimer of Option:
Any Optionholder may disclaim all or part of his Option
by notice in writing to the Secretary of the Company, or
any other person nominated by the Directors for this
purpose, within 30 days after the Date of Grant. If this
happens the Option will be deemed never to have been
granted under the Plan. No consideration is payable for
the disclaimer.
2.7 Disposal restrictions:
Except for the transmission of an Option on the death of
an Optionholder to his personal representatives, neither
an Option nor any rights in respect of it may be
transferred, assigned or otherwise disposed of by an
Optionholder to any other person.
2.8 Administrative errors:
If the Directors try to grant an Option which is
inconsistent with the Plan, the Option will be limited
and will take effect from the Date of Grant on a basis
consistent with the Plan.
2.9 Options over ADSs:
The Directors may determine, in their absolute
discretion, to grant Options in the form of an Option to
acquire ADSs and references in these Rules to Share,
Option, Option Price etc. shall be construed
accordingly. Upon the exercise of any Option to acquire
ADSs the Company will:
(v) deliver or cause to be delivered to the ADS
depositary the requisite number of Shares
representing the relevant ADSs and shall
instruct the depositary to issue the
corresponding American depositary receipts
evidencing such ADSs to the exercising
Optionholder; or
(vi)make other arrangements for the Optionholder
to acquire ADSs.
3 Option Price
3.1 Setting the Price:
The Directors will set the Option Price. The Option
Price, which may be expressed in sterling or in US
dollars, will be:
3.1.1 not less than the market value of a Share on the
Date of Grant; and
3.1.2 if the Shares are to be subscribed, not less than
the nominal value of a Share.
3.2 Market value:
3.2.1 "Market value" for the purpose of Rule 3.1 on any
particular day means:
3.2.2 the middle market quotation (as derived from the
Daily Official List of the London Stock Exchange)
on the immediately preceding Business Day; or
3.2.3 if the Directors so decide, the average of the
middle market quotations on the 3 immediately
preceding Business Days; or
3.2.4 where the Option Price to acquire ADSs is expressed
in US dollars, the average of the reported highest
and lowest trading prices of an ADS as derived from
the NYSE on the immediately preceding Business Day
or the average of such prices for the 3 immediately
preceding Business Days.
4 Scheme Limits
4.1 10 per cent. 10 year limit (all schemes):
The number of Shares which may be allocated under the
Plan on any day will not exceed 10 per cent. of the
ordinary share capital of the Company in issue
immediately before that day, when added to the total
number of Shares which have been allocated in the
previous 10 years under the Plan and any other employee
share scheme operated by the Company.
4.2 5 per cent. 10 year limit (discretionary schemes):
The number of Shares which may be allocated under the
Plan on any day will not exceed 5 per cent. of the
ordinary share capital of the Company in issue
immediately before that day, when added to the total
number of Shares which have been allocated in the
previous 10 years under the Plan and any other
discretionary share scheme adopted by the Company.;
4.3 5 per cent. limit 5 year limit (all schemes):
The number of Shares which may be allocated under the
Plan on any day will not exceed 5 per cent. of the
ordinary share capital of the Company in issue
immediately before that day, when added to the total
number of Shares which have been allocated in the
previous 5 years under the Plan and any other employee
share scheme adopted by the Company.
4.4 3 per cent. 3 year limit (discretionary schemes):
The number of Shares which may be allocated under the
Plan on any day will not exceed 3 per cent. of the
ordinary share capital of the Company in issue
immediately before that day, when added to the total
number of Shares allocated during the previous 3 years
under the Plan and any other discretionary share scheme
adopted by the Company.
4.5 Exclusions:
Where the right to acquire such Shares was released or
lapsed without being exercised, the Shares concerned
will be ignored when calculating the limits in this
Rule.
4.6 Meaning of Allocate:
"Allocate" means, in relation to any share option
scheme, placing unissued Shares under option and, in
relation to other types of employee share scheme, the
issue and allotment of Shares.
5 Variations In Share Capital
5.1 Adjustment of Options:
If there is a variation in the equity share capital of
the Company, including a capitalisation or rights issue,
sub-division, consolidation or reduction of share
capital, a demerger (in whatever form) or if the Company
makes a special distribution including a distribution in
specie:
5.1.1 number or nominal amount of Shares comprised in
each Option; and/or
5.1.2 the Option Price;
may be adjusted in any way (including retrospective
adjustments) which the Directors consider appropriate.
5.2 Nominal Value:
The Option Price of an Option to acquire existing Shares
may be adjusted to a price which is less than the
nominal value. The Option Price of an Option to
subscribe for new Shares may only be adjusted to a price
less than the nominal value if the Directors resolve to
capitalise the reserves of the Company in an amount
equal to the difference between the adjusted Option
Price and the nominal value of the Shares on the date of
allotment.
5.3 Notice:
The Directors may notify Optionholders of any adjustment
made under this Rule 5.
6 Exercise And Lapse - General Rules
6.1 Exercise:
Except where exercise is allowed as described in Rule 7
and unless specified otherwise by the Directors on the
Date of Grant, an Option can only be exercised:
6.1.1 on or after the third anniversary of its Date of
Grant;
6.1.2 if any Exercise Condition is satisfied or waived;
and
6.1.3 so long as the Optionholder is a director or
employee of a Member of the Group.
6.2 Lapse:
An Option will lapse on the earliest of:
6.2.1 the date the Optionholder ceases to be a director
or employee of a Member of the Group, unless any of
the provisions in Rule 7 apply;
6.2.2 any date specified in any Exercise Condition; or
6.2.3 the expiry of the Option Period.
For the purposes of Rule 6.2.1 above:
(vii) a woman who leaves employment due to
pregnancy will be regarded as having left
employment on the date on which she indicates
that she does not intend to return to work. If
there is no such indication she will be
regarded as having left employment on the last
day on which she is entitled to return to work
under the legislation which applies to the
Optionholder or, if later, any other date
specified in her terms of employment;
(viii) an Optionholder will not be treated as
ceasing to be a director or employee of a
Member of the Group if on that date he is
employed by another Member of the Group.
7 Exercise And Lapse - Exceptions to the General Rules
7.1 Cessation of Employment:
7.1.1 If an Optionholder ceases to be a director or an
employee of any Member of the Group for any of the
reasons set out below then, unless specified
otherwise by the Directors on the Date of Grant,
his Options will not lapse but may be exercised
during the period of six months from the date of
cessation even though any Exercise Conditions have
not been satisfied. The Directors may at any time
extend the period during which an Option may be
exercised under this Rule 7.1. However, an Option
may not be exercised after the expiry of the Option
Period. The reasons are:
(ix)ill-health, injury, disability or redundancy
(company induced severance);
(x) retirement;
(xi)early retirement by agreement with the
Optionholder's employer;
(xii) his employing company ceasing to be under
the control of the Company, or as a result of
a transfer of the undertaking in which the
Optionholder works to a person who is neither
under the control of the Company nor a Member
of the Group;
(xiii) any other reason specified by the
Directors in their absolute discretion.
7.2 Death:
If an Optionholder dies, his Options may be exercised by
his personal representatives within one year of his
death, irrespective of the satisfaction of any Exercise
Condition. To the extent that any Option exercisable
under this Rule 7.2 is not so exercised, it will lapse
at the end of the one year period. This Rule does not
extend the Option Period.
7.3 Takeovers:
If a person (or a group of persons acting in concert)
obtains Control of the Company as a result of making an
offer to acquire shares which is either unconditional or
is made on a condition such that if it is satisfied the
person making the offer will have Control of the
Company, Options may be exercised, irrespective of the
satisfaction of any Exercise Condition, within the 6
month period after the person making the offer has
obtained Control of the Company and any condition
subject to which the offer is made has been satisfied.
The Options will lapse at the end of the 6 month period,
unless the Directors give reasonable notice to the
Optionholders before the end of the 6 month period that
the Options will not lapse.
If someone becomes bound or entitled to acquire Shares
under Section 428 to 430F of the Companies Act 1985,
Options may be exercised, irrespective of the
satisfaction of any Exercise Condition, at any time when
that person remains so bound or entitled and then will
lapse. If more than one period is relevant the Options
will lapse at the end of the later period, unless the
Directors give notice to the Optionholders before the
expiry of the relevant period that the Options will not
lapse.
7.4 Company Reconstructions:
If under Section 425 of the Companies Act 1985 a court
directs that a meeting of the holders of Shares be
convened to consider a scheme of arrangement involving
the reconstruction of the Company or its amalgamation
with any other company or companies:
7.4.1 Optionholders may conditionally exercise their
Options, irrespective of the satisfaction of any
Exercise Condition, at any time between the date of
the court's direction and 12 noon on the day before
the day of the shareholders' meeting. Any Option
not exercised by the end of that period will become
unexercisable and will lapse; and
7.4.2 the Directors will try to arrange for the proposals
relating to the holders of the Shares to apply to
each Optionholder who conditionally exercises his
Options as described above.
7.5 Demergers and other significant distributions:
If the Directors become aware that the Company is or is
expected to be affected by any demerger, dividend in
specie, super dividend or other transaction which, in
the opinion of the Directors, would affect the current
or future value of any Option, the Directors, may,
acting fairly, reasonably and objectively, in their
discretion, allow some or all Options to be exercised.
The Directors will specify the period of exercise of
such Options, whether the Options will lapse at the end
of the period, and whether exercise is subject to
satisfaction of any Exercise Condition. In exercising
their discretion, the Directors may take into account
considerations relating to the Company and other Members
of the Group, and other employees and Optionholders. The
Directors will notify any Optionholder who is affected
by this Rule.
7.6 Winding-Up:
If notice is duly given to members of the Company of a
resolution for the voluntary winding-up of the Company,
Options may be exercised, irrespective of the
satisfaction of any Exercise Condition, until the start
of the winding-up within the meaning of the Insolvency
Act 1986 (but the exercise of any Option in these
circumstances will be of no effect if the resolution is
not passed). All Options will lapse on a winding-up of
the Company unless exercised before the winding-up
starts.
If the Company is wound-up by the court, Options may be
exercised, irrespective of the satisfaction of any
Exercise Condition, within 2 months after the date of
the winding-up order. However, the liquidator or the
court (if appropriate) must authorise the issue of
Shares after such exercise, and the Optionholder must
apply for this authority and pay his application costs.
Any Options not exercised during the 2 month period will
lapse at the end of the period.
7.7 Administration:
If an administration order is made in relation to the
Company, Optionholders may exercise their Options,
irrespective of the satisfaction of any Exercise
Condition, within 6 weeks after the date of the
administration order. However, the administrator or the
court must authorise the issue of Shares after such
exercise.
7.8 Voluntary Arrangement:
If a voluntary arrangement is proposed in relation to
the Company under Part I of the Insolvency Act 1986,
Optionholders may exercise their Options, irrespective
of the satisfaction of any Exercise Condition, within 14
days after the date of sending of any notices of meeting
called under Section 3 of the Insolvency Act 1986 in
relation to such proposal.
7.9 Exchange of Options where Rule 8 does not apply
7.9.1 Application:
This Rule applies if a company (the "Acquiring
Company"):
(xiv) obtains Control of the Company as a
result of making a general offer to acquire:
the whole of the issued ordinary share capital
of the Company (other than that which is
already owned by it and its subsidiary or
holding company) made on a condition such
that, if satisfied, the Acquiring Company will
have Control of the Company; or
all the Shares (or those Shares not already
owned by the Acquiring Company or its
subsidiary or holding company); or
(xv)obtains Control of the Company under a
compromise or arrangement sanctioned by the
court under Section 425 of the Companies Act
1985; or
(xvi) becomes bound or entitled to acquire
Shares under Sections 428 to 430F of the
Companies Act 1985
and no determination is made by the Directors under
Rule 8.
7.9.2 Exchange:
If any of the events described in Rule 7.9.1
happens, an Optionholder may, during the period
referred to in Rule 7.9.3, agree with the Acquiring
Company to release his Option in consideration of
the grant to him of a new option. The new option
must be equivalent to the released option.
7.9.3 Period for Substitution:
The period referred to in Rule 7.9.2 is:
(xvii) in a case falling within Rule 7.9.1.(i),
6 months starting with the time when the
Acquiring Company obtains Control of the
Company and any condition subject to which the
offer is made is satisfied;
(xviii) in a case falling within Rule 7.9.1(ii),
6 months starting with the time when the court
sanctions the compromise or arrangement; and
(xix) in a case falling within Rule 7.9.1(iii)
the period during which the Acquiring Company
remains so bound or entitled.
7.9.4 Consequences of Exchange:
Where an Optionholder is granted a new option for
release of his old option as described in this Rule
7, then:
(xx)the new option will be treated as having been
acquired at the same time as the old Option
and be exercisable in the same manner and at
the same time as the old Option;
(xxi) the new option will be subject to the
provisions of the Scheme as it had effect in
relation to the old option immediately before
the release but 11.1.2 will not apply. In
addition, in relation to any Inland Revenue
approved options, the Inland Revenue may agree
other changes;
(xxii) with effect from the release and grant,
the Rules will where relevant be construed, in
relation to the new option as if references to
the Company and Shares were references to the
Acquiring Company and shares for which the new
option is granted.
7.10 Loss of ownership:
Where the Optionholder is deprived of the legal or
beneficial ownership of the Option by operation of law,
or does anything or omits to do anything which causes
him to be so deprived or becomes bankrupt, all his
Options will lapse.
7.11 Transfers:
If an Optionholder is transferred to work in another
country, but still continues to hold an office or
employment with a Member of the Group and, as a result
of that transfer, the Optionholder may either:
7.11.1 suffer a tax disadvantage in relation to his
Options which was not anticipated on grant (this
being shown to the satisfaction of the Directors);
or
7.11.2 become subject to restrictions on his ability
to exercise his Options or to hold or deal in the
Shares or the proceeds of the sale of the Shares
acquired on exercise because of the security laws
or exchange control laws of the country to which he
is transferred;
the Optionholder may exercise the Option, irrespective
of the satisfaction of any Exercise Condition, during
the period starting 3 months before and ending 3 months
after the transfer takes place. If he does not exercise
his Options, following this Rule, the usual exercise
Rules will apply to them at the appropriate times.
7.12 Priority:
If there is any conflict between any of the provisions
of Rules 6 and 7, the provision which results in the
shortest exercise period or the earliest lapse of the
Option, or both, will prevail.
8 Exchange Of Options
8.1 Application:
This Rule applies if Options would become exercisable
under Rules 7.3, 7.4, 7.5 or 7.6 but the Directors
determine that the Options shall not be exercised but
that this Rule 8 shall apply.
8.2 Exchange:
Where the Directors have made a determination under Rule
8.1 Optionholders will be granted an option ("New
Option") to replace their Option ("Old Option").
8.3 Consequences of Exchange:
Where Optionholders are granted a New Option to replace
their Old Option, then:
8.3.1 the New Option will be in respect of shares in any
body corporate determined by the Directors;
8.3.2 the New Option will be equivalent to the Old
Option;
8.3.3 the New Option will be treated as having been
acquired at the same time as the Old Option and be
exercisable in the same manner and at the same time
as the Old Option;
8.3.4 the New Option will be subject to the provisions of
the Plan as it had effect in relation to the Old
Option immediately before the replacement;
8.3.5 with effect from the replacement the Plan will be
construed, in relation to the New Option as if
references to Shares were references to the shares
for which the New Option is granted and references
to the Company were references to a company
determined by the Directors at the time of
replacement.
9 Exercise Of Options
9.1 Exercise:
An Optionholder can exercise his Option validly only in
the way described in, and subject to, this Rule 9.
9.2 Manner of Exercise:
Options must be exercised by notice in writing delivered
to the Secretary of the Company or other duly appointed
person. The notice of exercise of the Option must be
completed, signed by the Optionholder or by his
appointed agent, and must be accompanied by:
9.2.1 the relevant option certificate or a copy; and
9.2.2 correct payment in full of the Option Price for the
number of Shares being acquired.
9.3 Option Exercise Date:
9.3.1 Subject to Rule 9.3.2 the Option Exercise Date will
be the later of:-
(xxiii) the date of receipt by the Secretary of
the Company or other authorised person of the
documents and payment referred to in Rule 9.2;
and
(xxiv) the date on which the Directors either
decide that the Exercise Condition to which
the Option is subject has been satisfied, or
waive the Exercise Condition. The Directors
must decide about the satisfaction or waiver
of the Exercise Condition within 14 days of
receiving the documents in Rule 9.2 and
payment.
9.3.2 If any statute, regulation or code adopted by the
Company (based on the Model Code), prohibits the
exercise of Options, or the Company Secretary
reasonably believes it so prohibits, the date of
exercise will be either the date described in Rule
9.3.1, or, if later, the date when the Optionholder
is permitted or the Company Secretary believes the
Optionholder is permitted to exercise an Option.
However, this Rule does not extend any period in
which an Option is exercisable.
9.4 Part Exercise:
An Option may be exercised in part.
9.5 Issue or Transfer:
Subject to Rule 9.7 (consents):
9.5.1 Shares to be issued following the exercise of an
Option will be issued within 30 days of the Option
Exercise Date.
9.5.2 The Directors will procure the transfer of Shares
to be transferred following the exercise of an
Option within 30 days of the Option Exercise Date.
9.6 Rights:
Shares issued on the exercise of an Option will rank
equally in all respects with the Shares in issue on the
date of allotment. They will not rank for any rights
attaching to Shares by reference to a record date
preceding the date of allotment.
Where Shares are to be transferred on the exercise of an
Option, Optionholders will be entitled to all rights
attaching to the Shares by reference to a record date on
or after the transfer date. They will not be entitled to
rights before that date.
9.7 Consents:
All allotments, issues and transfers of Shares will be
subject to any necessary consents under any relevant
enactments or regulations for the time being in force in
the United Kingdom or elsewhere and the provisions of
the deposit agreement between the Company and the
depositary. The Optionholder will be responsible for
complying with any requirements to be fulfilled in order
to obtain or avoid the necessity for any such consent.
9.8 Articles of Association:
Any Shares acquired on the exercise of Options will be
subject to the Articles of Association of the Company
from time to time in force. Any ADSs acquired upon the
exercise of any Option shall, in addition, be subject to
the terms of the deposit agreement between the Company
and the depositary.
9.9 Listing:
If and so long as the Shares are listed on the Official
List of the London Stock Exchange, the Company will
where relevant apply for listing of any Shares issued
under the Plan as soon as practicable after their
allotment.
9.10 Cash alternative:
The Directors may in their discretion determine not to
procure the transfer or issue of Shares to an
Optionholder who exercises his Option, but instead to
pay to him (subject to Rule 10.10) a cash amount equal
to the amount by which the market value (calculated in
accordance with Rule 3.2 on the Option Exercise Date) of
the Shares in respect of which the Option is exercised
exceeds the Option Price, or to procure the transfer to
him of Shares to the value of that cash amount or apply
that amount in the issue of Shares. If the Directors so
determine, the Option Price shall not be payable, and if
already paid, shall be repaid to the Optionholder
forthwith.
If an Optionholder so requests, the Directors may
determine to satisfy the exercise of any Option with the
appropriate number of ADSs. Any payment of taxes in
respect of satisfying an Option in this way will be met
by the Optionholder.
10 General
10.1 Notices:
Any notice or other document given to any Eligible
Employee as Optionholder pursuant to the Plan may be
delivered to him or sent by post to him at his home
address according to the records of his employing
company or such other address which the Company
considers appropriate. Notices or other documents sent
by post shall be deemed to have been given 5 days
following the date of posting.
10.2 Documents sent to Shareholders:
The Company may send to Optionholders copies of any
documents or notices normally sent to the holders of its
Shares (including such notices or documents required to
be sent to Optionholders resident in the United States
in accordance with the rules and regulations under the
US Securities Act of 1934 as amended).
10.3 Availability of Shares:
The Company will keep available for allotment sufficient
unissued Shares for all Options under which Shares may
be subscribed or will procure that sufficient Shares are
available for transfer for all Options under which
Shares may be acquired.
10.4 Directors' Decisions final and binding:
The decision of the Directors on the interpretation of
the Rules or in any dispute relating to an Option or
matter relating to the Plan will be final and
conclusive.
10.5 Costs:
The Company will pay the costs of introducing and
administering the Plan.
10.6 Regulations:
The Directors have the power from time to time to make
or vary regulations for the administration and operation
of the Plan but these must be consistent with the Rules.
10.7 Terms of Employment
Nothing in this Plan will in any way be construed as
imposing on a Participating Company a contractual
obligation as between the Participating Company and an
Eligible Employee to offer participation in this Plan.
Any person who ceases to be an employee of any Member of
the Group because of dismissal or termination of
employment (however caused) or who is under notice of
termination of employment will in no circumstances be
entitled to claim any compensation in respect of the
operation of the Plan including but not limited to the
application of tax laws or the application of tax
policies maintained by any Group Company. If necessary
that person's terms of employment will be varied
accordingly.
10.8 Replacement Option certificates:
If any option certificate is worn out, defaced or lost,
the Directors may replace it on such conditions as they
wish to set. If an Option is exercised in part, and the
balance remains exercisable, the Directors may on the
surrender or cancellation of the relevant certificate
provide the Optionholder with a balance certificate.
10.9 Employee Trust
The Company and any Subsidiary of the Company may
provide money to the trustee 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 enter into any
guarantee or indemnity for those purposes, to the extent
permitted by Section 153 of the Companies Act 1985.
10.10 Withholding
The Company, any employing company or the trustees of
any employee benefit trust may withhold any amount and
make any such arrangements, including but not limited to
the sale or reduction in number of any Shares on behalf
of an Optionholder as it considers necessary to meet any
liability to taxation or social security contributions
in respect of Options granted to the Optionholder
pursuant to this Plan.
11 Changing the Plan and Termination
11.1 Shareholder approval
11.1.1 Except as described in Rule 11.1.2, the
shareholders in general meeting must approve in
advance by ordinary resolution any proposed change
to the advantage of present or future
Optionholders, which relates to the following:
(xxv) the persons to or for whom Shares may be
provided under the Plan;
(xxvi) the limitations on the number of Shares
which may be issued under the Plan;
(xxvii) the determination of the Option Price;
(xxviii) any rights attaching to the Options and
the Shares;
(xxix) the rights of Optionholders in the event
of a capitalisation issue, rights issue, sub-
division or consolidation of shares or
reduction or any other variation of capital of
the Company;
(xxx) the terms of this Rule 11.1.1.
11.1.2 The Directors can change the plan and need not
obtain the approval of the shareholder in general
meeting for any minor changes including:
(xxxi) to benefit the administration of the
Plan;
(xxxii) to comply with or take account of the
provisions of any proposed or existing
legislation;
(xxxiii) to take account of any changes to the
legislation; or
(xxxiv) to obtain or maintain favourable tax,
exchange control or regulatory treatment of
the Company, any Subsidiary or any present or
future Optionholder.
11.2 National Rules
Notwithstanding any other provision of the Plan, but
subject always to Rule 11.1 the Directors may amend or
add to the provisions of the Plan and the terms of
Options as they consider necessary or desirable to take
account of, or to mitigate, or to comply with relevant
overseas laws including but not limited to taxation,
securities or exchange control laws which apply to
Eligible Employees provided that the terms of Options
granted to such Eligible Employees are not more
favourable overall than the terms of Options granted to
other Eligible Employees.
11.3 Notice
As soon as possible after making any change, the
Directors will give written notice to any Optionholder
affected by the change.
11.4 Termination of the Plan
The Directors may terminate the Plan at any time. If
this is not done, the Plan will terminate on the tenth
anniversary of its adoption by the shareholders in
general meeting, but Options granted before such
termination will continue to be valid and exercisable as
described in these Rules.
12 Governing Law
English law governs the Plan and all Options and their
construction except as provided under Rule 11.2.
BP Amoco Share Option Plan
Inland Revenue Approved Schedule
The rules of the BP AMOCO Share Option Plan shall apply to
Options granted under this Schedule, subject to the following
alterations:
13 Definitions
"Control" has the meaning given to it by Section 840 of the
Taxes Act;
"Eligible Employee" does not include anyone who is excluded
from participation because of paragraph 8 of Schedule 9 to
the Taxes Act (material interests provisions). Any director
is only eligible if required to devote to his duties not less
than 25 hours per week (excluding meal breaks);
"Shares" must satisfy paragraphs 10 to 14 of the Taxes Act
1988;
"Subsidiary" means a company which is:
(iii)a subsidiary of the Company within the meaning
given to it by Section 736 of the Companies Act
1985, and
(iv) under the Control of the Company; and
"Taxes Act" means the Income and Corporation Taxes Act 1988.
14 Revenue Approval
If the approved status of the Plan is to be maintained, no
change to the Plan made after it has been approved under
Parts I, II and IV of Schedule 9 to the Taxes Act will have
effect unless such change is approved by the Inland Revenue.
In respect of the first operation of the Scheme no Options
shall be granted until it has been approved by the Inland
Revenue.
15 Cash Alternative
Rule 9.10 shall not apply.
16 Exercise Condition
Any Exercise Condition must be set out in documentation which
is approved in advance by the Inland Revenue.
17 Revenue limit
The Directors must not grant an Option to an Eligible
Employee which would cause the market value of the Shares
subject to the Option to exceed the amount permitted under
paragraph 28(1) of Schedule 9 to the Taxes Act (currently
pound sterling 30,000). When considering whether this amount
has been reached the Directors must take into account the market
value of Shares subject to the Option which they intend to grant
him, as well as the market value of shares which he may
acquire on exercising his Options under the Plan or any other
Inland Revenue approved scheme established by the Company or
by any of its associated companies (as defined in Section 187
of the Taxes Act).
18 Adjustment of Options
No adjustment of Options may be made under Rule 5 without and
to the extent of the prior approval of the Inland Revenue.
19 Exchange of Options
The following rule shall replace Rule 8.
19.1 This Rule applies if Options would become exercisable
under Rule 7.3, 7.4, 7.5 or 7.6 but the Directors
determine that Options shall not be exercised but this
Rule shall apply.
19.2 Where the Directors have made a determination under this
Rule, optionholders will be granted an option ("New
Option") to replace their option ("Old Option"). The New
Option will be granted within the appropriate period
within the meaning of paragraphs 15(2) and Schedule 9 to
the Taxes Act. ^The New Option must be equivalent to the
Old Option within the meaning of Paragraph 15(3) of
Schedule 9 to the Taxes Act. It will be over shares in a
company falling within Paragraph 10 of Schedule 9 to the
Taxes Act.
19.3 ^Where an Optionholder is granted a New Option in
substitution of his Old Option as described in this
Rule, then:
19.3.1 the New Option will be treated as having been
acquired at the same time as the Old Option and be
exercisable in the same manner and at the same
time as the Old Option;
19.3.2 the New Option will be subject to the
provisions of the Plan as it had effect in
relation to the Old Option immediately before the
release. In addition, the Inland Revenue may agree
other changes;
19.3.3 with effect from the replacement the Plan
will be construed, in relation to the New Option
as if references to Shares were references to the
shares for which the New Option is granted and
references to the Company were references to a
company determined by the Directors at the time of
replacement.
BP Amoco Share Option Plan
Schedule Governing Operation of the BP Amoco Share Option Plan
in the United States
This United States ("US") Schedule has been adopted by the
Directors pursuant to Rule 11.2 of the Plan and shall vary
the terms of the Plan (and any other related documents)
accordingly.
Loss of Ownership
Rule 7.10 shall not apply.
Rule 10.10 and the heading thereof shall be amended by adding
the following:
Rule 10.10 Withholding/Right of Offset
Amounts withheld and/or collected as taxes shall also include
hypothetical taxes owed under an expatriate tax policy (as
currently in effect or as amended from time to time) ("Tax
Policy") of any Member of the Group. The Company or any
employing company may deduct from the exercise of Options any
debt, obligation, liability, or other amount owing by the
Optionholder to a Member of the Group, including but not
limited to amounts owed under a Tax Policy, as determined in
the sole discretion of the Company. In accepting an Option
grant, an Optionholder waives any right to notice and written
consent under state law in connection with any such offset.