Exhibit 99.1
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
2000 INCENTIVE PLAN
INLAND REVENUE APPROVED RULES FOR
UK EMPLOYEES
(THE "SUB-PLAN")
Adopted by the Company on: 10th July 2001
Approved by the Inland Revenue on:
Inland Revenue reference no: X21610
PRICEWATERHOUSECOOPERS
ONE KINGSWAY
CARDIFF CF10 3PW
TEL: 02920 237000
FAX: 02920 802400
REF: SQ/JJ/SL
SCHEDULE
CHARLES RIVER LABORATORIES INTERNATIONAL, INC
2000 INCENTIVE PLAN
INLAND REVENUE APPROVED RULES FOR
UK EMPLOYEES
(THE "SUB-PLAN")
1. GENERAL
This schedule to the Charles River Laboratories International, Inc. 2000
Incentive Plan ("the Plan") sets out the Inland Revenue Approved Rules for
UK Employees ("the Sub-Plan").
2. ESTABLISHMENT OF THE SUB-PLAN
Charles River Laboratories International, Inc. ("the Company") has
established the Sub-Plan under Section 7 of the Plan, which authorises the
Company to establish Sub-Plans to the Plan.
3. PURPOSE OF THE SUB-PLAN
The purpose of the Sub-Plan is to enable the grant to, and subsequent
exercise by, employees and directors in the United Kingdom, on a tax
favoured basis, of Options to acquire Shares in the Company under the Plan.
4. INLAND REVENUE APPROVAL OF THE SUB-PLAN
The Sub-Plan is intended to be approved by the Inland Revenue under
Schedule 9 to ICTA 1988.
5. RULES OF THE SUB-PLAN
The rules of the Plan, in their present form and as amended from time to
time, shall, with the modifications set out in this schedule, form the
rules of the Sub-Plan. In the event of any conflict between the rules of
the Plan and this schedule, the schedule shall prevail.
6. RELATIONSHIP OF THE SUB-PLAN TO THE PLAN
The Sub-Plan shall form part of the Plan and not a separate and independent
plan.
7. INTERPRETATION
In the Sub-Plan, unless the context otherwise requires, the following words
and expressions have the following meanings:
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ACQUIRING COMPANY a company which obtains Control of the Company in the
circumstances referred to in rule 26;
APPROVAL DATE the date on which the Sub-Plan is approved by the
Inland Revenue under Schedule 9 to ICTA 1988;
ASSOCIATED COMPANY the meaning given to that expression by section
187(2) of ICTA 1988;
CLOSE COMPANY the meaning given to that expression by section
414(1) of, and paragraph 8 of Schedule 9 to, ICTA
1988;
CONSORTIUM the meaning given to that word by section 187(7) of
ICTA 1988;
CONTROL the meaning given to that word by section 840 of ICTA
1988 and "Controlled" shall be construed accordingly;
DATE OF GRANT the date on which an Option is granted to an Eligible
Employee determined in accordance with the Grant
Documentation;
ELIGIBLE EMPLOYEE an individual who falls within Section 3 of the Plan
and who is:
(a) an employee of the Company or a company
participating in the Sub-Plan; or
(b) a director of the Company or a company
participating in the Sub-Plan who is contracted
to work at least 25 hours per week for the
Company and its subsidiaries or any of them
(exclusive of meal breaks)
and who, in either case, does not have at the Date
of Grant of an Option, and has not had during the
preceding twelve months, a Material Interest in a
Close Company which is the Company or a company
which has Control of the Company or a member of a
Consortium which owns the Company;
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GRANT DOCUMENTATION the documentation issued to an Option Holder at the
time an Option is granted including an award
agreement and any certificate or grant notice;
ICTA 1988 the Income and Corporation Taxes Act 1988;
MARKET VALUE (a) in the case of an Option granted under the
Sub-Plan:
(i) if at the relevant time the Stock is listed
on the London or New York Stock Exchange the
mean between the highest and lowest reported
sale prices of a Share on the London or New
York Stock Exchange as reported in the
Financial Times or Wall Street Journal
respectively, for the dealing day immediately
preceding the Date of Grant of the Option;
(ii) if paragraph (i) does not apply, the market
value of a share as determined in accordance
with Part VIII of the Taxation of Chargeable
Gains Act 1992 and agreed in advance with the
Inland Revenue Shares Valuation Division on
the Date of Grant of the Option or such
earlier date or dates (not being more than
thirty days before the Date of Grant) as may
be agreed with the Board of the Inland
Revenue;
(b) in the case of an option granted under any other
share option scheme, the market value of an
ordinary share in the capital of the Company
determined under the rules of such scheme for the
purpose of the grant of the option;
MATERIAL INTEREST the meaning given to that expression by section
187(3) of ICTA 1988;
NEW OPTION an option granted by way of exchange under rule 26.1;
NEW SHARES the shares subject to a New Option referred to in
rule 26.1;
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OPTION a subsisting right to acquire Shares granted under
the Sub-Plan;
OPTION HOLDER an individual who holds an Option or, where the
context permits, his legal personal representatives;
ORDINARY SHARE CAPITAL the meaning given to that expression by section
832(1) of ICTA 1988;
SHARES Shares of stock; and
STOCK EXCHANGE One of the following exchanges:
(a) the London Stock Exchange;
(b) the New York Stock Exchange;
(c) the Alternative Investment Market; or
(d) another "recognised stock exchange" (as that
expression is defined in the Financial Services
Act 1986).
In this schedule, unless the context otherwise requires:
words and expressions not defined above have the same meanings as
are given to them in the Plan;
the rule headings are inserted for ease of reference only and do
not affect their interpretation;
a reference to a rule is a reference to a rule in this schedule;
the singular includes the plural and vice-versa and the masculine
includes the feminine; and
a reference to a statutory provision is a reference to a United
Kingdom statutory provision and includes any statutory
modification, amendment or re-enactment thereof.
8. COMPANIES PARTICIPATING IN THE SUB-PLAN
The companies participating in the Sub-Plan shall be the Company and any
company Controlled by the Company which has been nominated by the Company
to participate in the Sub-Plan.
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9. SHARES USED IN THE SUB-PLAN
The Shares shall form part of the Ordinary Share Capital of the Company and
shall at all times comply with the requirements of paragraphs 10 to 14 of
Schedule 9 to ICTA 1988.
10. GRANT OF OPTIONS
An Option granted under the Sub-Plan shall be granted under and subject to
the rules of the Plan as modified by this schedule.
11. IDENTIFICATION OF OPTIONS
It shall be expressly stated in the Grant Documentation issued in respect
of an Option that such documentation is issued in respect of an Option. An
Option which is not so identified shall not constitute an Option.
12. CONTENTS OF GRANT DOCUMENTATION
The Grant Documentation issued in respect of an Option shall state:
12.1 that the grant is in respect of the Option;
12.2 the date of grant of the Option;
12.3 the number of Shares subject to the Option;
12.4 the exercise price under the Option;
12.5 any performance target or other condition imposed on the exercise of
the Option; and
12.6 the date(s) on which the Option will ordinarily become exercisable.
13. EARLIEST DATE FOR GRANT OF OPTIONS
An Option may not be granted earlier than the Approval Date.
14. PERSONS TO WHOM OPTIONS MAY BE GRANTED
An Option may not be granted to an individual who is not an Eligible
Employee at the Date of Grant.
15. OPTIONS NON TRANSFERABLE
Not withstanding section 4.a.(4) of the Plan, an Option shall be personal
to the Eligible Employee to whom it is granted and, subject to rule 25,
shall not be capable of being transferred, charged or otherwise alienated
and shall lapse immediately if the Option Holder purports to transfer,
charge or otherwise alienate the Option.
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16. LIMIT ON NUMBER OF SHARES PLACED UNDER OPTION UNDER THE SUB-PLAN
For the avoidance of doubt, Shares placed under Option under the Sub-Plan
shall be taken into account for the purpose of subsection 2(a) of the Plan.
17. INLAND REVENUE LIMIT ((POUND)30,000)
Notwithstanding section 2.c of the Plan, an Option may not be granted to an
Eligible Employee if the result of granting the Option would be that the
aggregate Market Value of the Shares subject to all outstanding options
granted to him under the Sub-Plan or any other share option scheme
established by the Company or an Associated Company and approved by the
Board of Inland Revenue under Schedule 9 to ICTA 1988 (other than a savings
related share option scheme) would exceed sterling (pound)30,000 or such
other limit as may from time to time be specified in paragraph 28 of
Schedule 9 to ICTA 1988. For this purpose, the United Kingdom sterling
equivalent of the market value of a Share on any day shall be determined by
taking the spot sterling/US dollar exchange rate for that day as shown in
the Financial Times. If the grant of an Option would otherwise cause the
limit in this rule 17 to be exceeded, it shall take effect as the grant of
an Option under the Sub-Plan over the highest number of Shares which does
not cause the limit to be exceeded together with the grant of an Option
under the Plan over the balance of the Shares.
18. EXERCISE PRICE UNDER OPTIONS
Notwithstanding subsection 4b.(2) of the Plan, the amount payable per Share
on the exercise of an Option shall not be less than the Market Value of a
Share on the Date of Grant and shall be stated on the Date of Grant.
19. PERFORMANCE TARGET OR OTHER CONDITION IMPOSED ON EXERCISE OF AN OPTION
Any performance target or other condition imposed on the exercise of an
Option under subsection 4.a.(2) and 4.a.(5) of the Plan shall be:
19.1 objective;
19.2 such that, once satisfied, the exercise of the Option is not subject
to the discretion of any person; and
19.3 stated on the Date of Grant.
If an event occurs as a result of which the Administrator considers that a
performance target or other condition imposed on the exercise of an Option
is no longer appropriate and substitutes, varies or waives under Section 1
or 7 of the Plan the performance target or condition, such substitution,
variation or waiver shall:
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19.4 be reasonable in the circumstances; and
19.5 produce a fairer measure of performance and be neither materially more
nor less difficult to satisfy.
20. EXERCISE OF OPTIONS BY LEAVERS
The period during which an Option shall remain exercisable following
cessation of employment shall be stated in the Option Agreement which
period may not thereafter be altered.
21. LATEST DATE FOR EXERCISE OF OPTIONS
The period (term) during which an Option shall remain exercisable shall be
stated in the Grant Documentation and any Option not so exercised by that
time shall lapse immediately.
22. MATERIAL INTEREST
An Option may not be exercised if the Option Holder then has, or has had
within the preceding twelve months, a Material Interest in a Close Company
which is the Company or which is a company which has Control of the Company
or which is a member of a Consortium which owns the Company.
23. MANNER OF PAYMENT FOR SHARES ON EXERCISE OF OPTIONS
The amount due on the exercise of an Option shall be paid in cash or by
cheque or banker's draft and may be paid out of funds provided to the
Option Holder on loan by a bank, broker or other person, although not by
promissory note as provided by section 4.b.(3) of the Plan. Notwithstanding
subsection 4.b.(3)(i) of the Plan, the amount may not be paid by the
transfer to the Company of Shares or any other shares or securities. The
date of exercise of an Option shall be the date on which the Company
receives the amount due on the exercise of the Option.
24. ISSUE OR TRANSFER OF SHARES ON EXERCISE OF OPTIONS
Subject only to compliance by the Optionee with the rules of the Sub-Plan
and to any delay necessary to complete or obtain:
24.1 the listing of the Shares on any Stock Exchange on which Shares are
then listed;
24.2 such registration or other qualification of the Shares under any
applicable law, rule or regulation as the Company determines is
necessary or desirable,
the Company shall, as soon as reasonably practicable and in any event not
later than thirty days after the date of exercise of an Option, issue or
transfer to the Option Holder, or procure the issue or transfer to the
Option Holder of, the number of shares of Stock specified in the notice of
exercise and shall deliver to the Option Holder, or procure the delivery to
the Option Holder of, a Share
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Certificate in respect of such Shares together with, in the case of the
partial exercise of an Option, an Option Agreement endorsed to show the
unexercised part of the Option.
24.3 The exercise of an Option shall only be effective once the Option
Holder has made provision for the payment or withholding of any taxes
required to be withheld in accordance with the applicable law of any
foreign jurisdiction in respect of the exercise of the Option or the
receipt of the Stock.
25. DEATH OF OPTION HOLDER
If an Option Holder dies, his personal representatives shall be entitled to
exercise his Options for the period specified in the Grant Documentation,
which shall in no event be later than the twelve month period following his
death. If not so exercised the Options shall lapse immediately.
26. CHANGE IN CONTROL OF THE COMPANY
26.1 EXCHANGE OF OPTIONS
If a company ("Acquiring Company") obtains Control of the Company as a
result of making:
26.1.1 a general offer to acquire the whole of the issued ordinary
share capital of the Company which is made on a condition such
that if it is satisfied the person making the offer will have
Control of the Company; or
26.1.2 a general offer to acquire all the shares in the Company of the
same class as the Shares
an Option Holder may, at any time during the period set out
in rule 26.2, by agreement with the Acquiring Company,
release his Option in whole or in part in consideration of
the grant to him of a New Option which is equivalent to the
Option but which relates to shares ("New Shares") in:
26.1.3 the Acquiring Company;
26.1.4 a company which has Control of the Acquiring Company; or
26.1.5 a company which either is, or has Control of, a company which
is a member of a Consortium which owns either the Acquiring
Company or a company having Control of the Acquiring Company.
26.2 PERIOD ALLOWED FOR EXCHANGE OF OPTIONS
The period referred to in rule 26.1 is the period of six months beginning
with the time when the person making the offer has obtained Control of the
Company and any condition subject to which the offer is made has been
satisfied.
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26.3 MEANING OF "EQUIVALENT"
The New Option shall not be regarded for the purpose of this rule 26 as
equivalent to the Option unless:
26.3.1 the New Shares satisfy the conditions in paragraphs 10 to 14 of
Schedule 9 to ICTA 1988; and
26.3.2 save for any performance target or other condition imposed on the
exercise of the Option, the New Option will be exercisable in the
same manner as the Option and subject to the provisions of the
Sub-Plan as it had effect immediately before the release of the
Option; and
26.3.3 the total market value, immediately before the release of the
Option, of the Shares which were subject to the Option is equal to
the total market value, immediately after the grant of the New
Option, of the New Shares (market value being determined for this
purpose in accordance with Part VIII of the Taxation of Chargeable
Gains Act 1992); and
26.3.4 the total amount payable by the Option Holder for the acquisition of
the New Shares under the New Option is equal to the total amount
that would have been payable by the Option Holder for the
acquisition of the Shares under the Option.
26.4 DATE OF GRANT OF NEW OPTION
The date of grant of the New Option shall be deemed to be the same as the
Date of Grant of the Option.
26.5 APPLICATION OF SUB-PLAN TO NEW OPTION
In the application of the Sub-Plan to the New Option, where appropriate,
references to "Company" and "Shares" shall be read as if they were
references to the company to whose shares the New Option relates and the
New Shares respectively, save that in the definition of "Board" the
reference to "Company" shall be read as if it were reference to Charles
River Laboratories International, Inc.
26.6 INTERACTION WITH SECTION 5.a. OF THE PLAN
26.6.1 Reference in Section 5.a. of the Plan to assumption of Options,
shall be disapplied for the purposes of the Sub-Plan, as shall
references to the substitution of options, to the extent this is
inconsistent with the provisions of this Rule 26.
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26.6.2 In the event that a change of control does not fall within the
meaning set out in Rule 26.1, or where it does, but the Acquiring
Company does not agree to grant a New Option, or if the proposed New
Option would not be regarded as `equivalent' in accordance with Rule
26.3, the outstanding Option shall be exercisable in accordance with
Section 5.a. of the Plan.
26.7 COMMON STOCK SUBJECT TO OPTIONS CEASING TO FALL WITHIN RULE 9
26.7.1 Notwithstanding Section 5(a) of the Plan, if the rights carried by
the shares of Stock subject to an Option are altered in such a way
that the shares of Stock cease to satisfy the conditions in
paragraphs 10 to 14 of Schedule 9 to ICTA 1988:
26.7.2 the Board shall, as soon as reasonably practicable, notify the
Inland Revenue;
26.7.3 rule 9 shall be amended by the deletion of the words "and shall at
all times comply with the requirements of paragraphs 10 to 14 of
Schedule 9 to ICTA 1988"; and
26.7.4 the Sub-Plan shall continue to exist but, if the Inland Revenue
withdraws approval of the Sub-Plan under Schedule 9 to ICTA 1988, as
a non Inland Revenue approved scheme, rules 26.1 to 26.5 shall cease
to apply.
27. RIGHTS ATTACHING TO SHARES ISSUED ON EXERCISE OF OPTIONS
All Shares issued on the exercise of an Option shall, as to any voting,
dividend, transfer and other rights, including those arising on a
liquidation of the Company, rank equally in all respects and as one class
with the Shares in issue at the date of such exercise save as regards any
rights attaching to such Shares by reference to a record date prior to the
date of such exercise.
28. AMENDMENT OF SUB-PLAN
Notwithstanding Section 7 of the Plan, no amendment of the Sub-Plan,
whether taking the form of an amendment of the Plan or this schedule, shall
take effect until it has been approved by the Inland Revenue.
29. ADJUSTMENT OF OPTIONS
Notwithstanding subsection 5(b) of the Plan, no adjustment may be made to
an Option unless the adjustment is permitted by paragraph 29(7) of Schedule
9 ICTA 1988 and until it has been approved by the Inland Revenue.
30. EXERCISE OF DISCRETION BY ADMINISTRATOR
In exercising any discretion which it may have under the Sub-Plan, the
Administrator shall act fairly and reasonably.
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31. DISAPPLICATION OF CERTAIN PROVISIONS OF PLAN
The provisions of the Plan dealing with:
31.1 stock appreciation rights;
31.2 unrestricted stock;
31.3 deferred stock;
31.4 cash performance awards;
31.5 other performance awards;
31.6 grants of cash or loans;
31.7 incentive stock options;
31.8 section 4.a.(3) - alternative settlements
31.1 section 4.a.(5) - Vesting etc;31.9 31.10 section 4.a.(7) - dividend
equivalents; holding back Shares in satisfaction of the exercise
price or tax withholding requirements in sections 2 and 4.a.(6); and
31.12 in sections 1 and 7 to modifying, waiving, amending etc the terms of
an Option subsequent to grant, other than as permitted by Rules 19
and 29,
shall not form part of, and shall be disapplied for the purposes of the
Sub-Plan.
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