Exhibit 10.14
SHIRE PHARMACEUTICALS GROUP PLC
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THE SHIRE
PHARMACEUTICALS 2003
DEFERRED BONUS PLAN
Rules adopted by the
Company on 12 June 2003
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CONTENTS
1. DEFINITIONS..........................................................2
2. COMMENCEMENT AND TITLE...............................................5
3. LIMITS UPON THE PLAN.................................................5
4. INVITATION TO PARTICIPATE IN PLAN....................................6
5. ACCEPTING THE INVITATION.............................................7
6. LODGED SHARES........................................................8
7. POSTPONED SHARES.....................................................9
8. AWARD OF MATCHING SHARES............................................10
9. NON-ASSIGNABILITY OF AWARDS.........................................11
10. WHEN AWARDS VEST....................................................11
11. EARLY VESTING AND LAPSE OF AWARDS...................................12
12. TAKEOVERS AND LIQUIDATIONS..........................................14
13. TRANSFER OF SHARES TO PARTICIPANT...................................15
14. ALTERATIONS OF SHARE CAPITAL........................................15
15. TAXATION............................................................15
16. EMPLOYMENT RIGHTS...................................................16
17. PENSIONABLE EARNINGS................................................17
18. ADMINISTRATION AND AMENDMENT........................................17
19. EXCLUSION OF THIRD PARTY RIGHTS.....................................19
20. TERMINATION.........................................................19
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RULES OF THE SHIRE PHARMACEUTICALS 2003
DEFERRED BONUS PLAN
1. DEFINITIONS
1.1 In these Rules the following words and phrases have the
following meanings:
"ACT" means the Income and Corporation Taxes Act 1988;
"AUDITORS" means the auditors for the time being of the
Company;
"AWARD" means a right to acquire Matching Shares in accordance
with the Plan and "AWARDED" shall be construed accordingly;
"AWARD CERTIFICATE" means the certificate issued to a
Participant confirming his Award and the terms and conditions
attached to it;
"BOARD" means the board of directors for the time being of the
Company (or the directors present at a duly convened meeting
of such board) or a duly authorised committee of the board;
"BONUS PAYMENT" means a sum paid or proposed to be paid by way
of bonus to an Eligible Participant by his Employer Company or
any other Member of the Group;
"COMMENCEMENT DATE" means the date on which the Plan is
adopted by the Company by resolution of the Board;
"COMMITTEE" means the Remuneration Committee of the Company;
"COMPANY" means Shire Pharmaceuticals Group plc (registered
company number 2883758);
"CONDITIONS" as defined at Rule 8.3
"CONTROL" has the meaning given to it by section 840 of the
Act;
"DATE OF GRANT" means, subject to Rule 3.2, the date on which
the Board grants an Award to a Participant pursuant to the
Rules;
"DEALING DAY" means any day on which the London Stock Exchange
is open for the transaction of business;
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"EBT" means the Shire Pharmaceuticals Group plc Employee
Benefit Trust;
"ELIGIBLE PARTICIPANT" means any employee or executive
director of the Company or any Member of the Group who is not
within two years of his contractual retirement age and is not
under notice of termination (whether given or received);
"EMPLOYER COMPANY" means the Group Company by whom an Eligible
Participant is employed;
"EMPLOYER'S NICs" means secondary Class 1 national insurance
contributions;
"FORMULA" means the formula set out in Rule 11.1;
"GROUP" means the Company and its Subsidiaries from time to
time;
"INVITATION" means an invitation to participate in the Plan
given in accordance with Rule 4 by the Committee to an
Eligible Participant;
"LODGED SHARES" means Shares acquired (or where the context
admits, to be acquired) by a Participant using Lodged Share
Money in accordance with Rule 6;
"LODGED SHARE MONEY" means that part of an Eligible
Participant's Bonus Payment that the Eligible Participant
applies to purchase Lodged Shares;
"LONDON STOCK EXCHANGE" means London Stock Exchange plc or any
successor company or body carrying on the business of London
Stock Exchange plc;
"MATCHING SHARES" means Shares over which rights are granted
to a Participant in accordance with Rule 8;
"MEMBER OF THE GROUP" means the Company or any one of its
Subsidiaries from time to time and "GROUP COMPANY" shall be
construed accordingly;
"MODEL CODE" means the Model Code for transactions in
securities by directors and certain employees of listed
companies issued by the UK Listing Authority as amended from
time to time;
"PARTICIPANT" means any individual who has been granted, and
remains entitled to exercise, an Award pursuant to the Plan or
(where the context admits) the personal representatives of any
such individual;
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"PLAN" means the Shire Pharmaceuticals 2003 Deferred Bonus
Plan as governed by the Rules;
"POSTPONED SHARES" means Shares acquired (or where the context
admits, to be acquired) by a Participant in accordance with
Rule 7;
"POSTPONED SHARE MONEY" means that part of an Eligible
Participant's Bonus Payment that the Eligible Participant
elects to forego in consideration of the Company making a
payment of the same amount to the Trustee for the purchase of
Postponed Shares;
"RULES" means the rules of the Plan as from time to time
amended in accordance with their provisions by the Board or by
the Company in general meeting and "RULE" shall be construed
accordingly;
"SHARE" means a fully paid ordinary share in the capital of
the Company;
"SUBSIDIARY" means a company which is both under the Control
of the Company and is a subsidiary of the Company (within the
meaning of section 736 of the Companies Act 1985);
"TAXES" means all forms of taxation whether of the United
Kingdom or elsewhere, wheresoever and whensoever imposed
(including, without limitation, income tax, capital gains tax,
inheritance tax, national insurance contributions (including
Employer's NICs) and other social security contributions) and
all other statutory, governmental, state, provincial, local
governmental or municipal impositions, duties, rates and
levies and all penalties, charges, costs and interest relating
to any such matters;
"TRUSTEE" means the trustee from time to time, of the EBT;
"UK LISTING AUTHORITY" means the Financial Services Authority
acting in its capacity as the competent authority for the
purposes of Part VI of the Financial Services and Markets Act
2000;
"VEST" means the Participant becoming absolutely entitled to
receive Matching Shares in accordance with Rule 13 and
"VESTING" shall be construed accordingly;
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"VESTING DATE" means, subject to Rule 3.2, the third
anniversary of the Date of Grant of an Award (or such other
date as the Committee may, prior to the grant of an Award,
determine).
1.2 Where the context so admits the singular shall include the
plural and vice versa and the masculine gender shall include
the feminine.
1.3 Any reference to a statutory provision is to be construed as a
reference to that provision as for the time being amended,
replaced, consolidated or re-enacted and shall include any
regulations, statutory instrument or other subordinate
legislation made under it.
1.4 Headings to these Rules are for the sale of convenience only
and do not form part of the Rules.
2. COMMENCEMENT AND TITLE
The Plan shall commence on the Commencement Date and shall be known as
The Shire Pharmaceuticals 2003 Deferred Bonus Plan.
3. LIMITS UPON THE PLAN
3.1 LIMIT UPON NUMBER OF SHARES TO BE ALLOCATED UNDER THE PLAN
On any date, no Share may be issued under the Plan (whether to
the Trustee or to a Participant) on any date if, as a result,
the aggregate of:
3.1.1 the total number of Shares issued in the previous ten
years (whether to the Trustee or to employees)
pursuant to Awards or other rights granted under the
Plan and under any other employees' share scheme
(other than a share option scheme) adopted by any
Group Company; and
3.1.2 the total number of Shares issued or remaining
issuable pursuant to options granted in the previous
ten years under any other employees' share option
scheme adopted by any Group Company,
would exceed ten percent of the ordinary share capital of the
Company in issue immediately prior to that day.
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3.2 NO INVITATION, GRANT OR EXERCISE WHEN PROHIBITED BY MODEL CODE
The making or acceptance of an Invitation and the grant of an
Award made in accordance with the Plan shall be deemed to be a
dealing for the purposes of the Model Code so that:
3.2.1 no Award may be granted at a time at which no dealing
would be permitted; and
3.2.2 no Invitation may be made or accepted within a time
when no dealing is permitted
and if, after an Invitation has been accepted but before
Awards have been granted, the Company enters a close period,
the grant of the Award shall be postponed until such time as
dealings are permitted, but the Committee may specify that the
Vesting Date shall remain the third anniversary of the
intended Date of Grant.
4. INVITATION TO PARTICIPATE IN PLAN
4.1 INVITATION AT THE DISCRETION OF THE COMMITTEE
Subject to Rule 3, the Committee may from time to time in its
absolute discretion invite any Eligible Participant to
participate in the Plan by inviting the Eligible Participant
to elect:
4.1.1 to apply any or all of his net Bonus Payment in the
purchase of Lodged Shares, to be held by the Trustee
as nominee; or
4.1.2 to waive all or part of his Bonus Payment, following
which an amount equal to the amount of the Bonus
Payment foregone shall be paid to the Trustee and
applied in the acquisition of Postponed Shares to be
held in the EBT
and in either case, for the Eligible Participant to become
eligible for an Award of Matching Shares.
4.2 FORM OF THE INVITATION
The Invitation shall be in writing in such form as the
Committee may from time to time specify, and shall include the
following: -
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4.2.1 whether the Eligible Participant shall be entitled to
participate by way of purchase of Lodged Shares or
the allocating to him of Postponed Shares;
4.2.2 the maximum amount of his Bonus Payment that the
Eligible Participant may elect to allocate as Lodged
Share Money and/or Postponed Share Money;
4.2.3 a specimen form of notice of acceptance of the
Invitation in such form as the Committee may from
time to time specify;
4.2.4 the date by which the Committee must have received
the Eligible Participant's completed notice of
acceptance, being not less than ten days from the
date of the Invitation.
5. ACCEPTING THE INVITATION
5.1 PROCEDURE FOR ACCEPTANCE OF INVITATION
An Eligible Participant may, subject to Rule 3.2, accept an
Invitation by completing the relevant notice of acceptance
provided with the Invitation and indicating:
5.1.1 how much of his Bonus Payment shall be applied as
Lodged Share Money, and/or
5.1.2 how much of his Bonus Payment shall be applied as
Postponed Share Money
and returning the completed notice of acceptance to the
Committee by the date specified and the question of whether a
valid acceptance has taken place shall be at the absolute
discretion of the Committee.
5.2 LAPSE OF INVITATION
If no acceptance has been received an Invitation shall lapse
at 6pm on the date specified therein.
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5.3 COMMITTEE TO NOTIFY COMPANY OF ACCEPTANCE
The Committee shall, no later than seven days following the
last date specified for acceptance of the Invitation, notify
the Company of the amount of the Eligible Participant's Bonus
Payment that he has requested be applied as Lodged Share Money
and/or Postponed Share Money.
5.4 PAYMENT BY COMPANY TO TRUSTEE
The Company shall, following notification from the Committee
pursuant to Rule 5.3, make such payments to the Trustee as are
required in accordance with Rules 6 and/or 7.
6. LODGED SHARES
6.1 PAYMENT OF LODGED SHARE MONEY TO TRUSTEE
Subject to Rule 6.2, where an Eligible Participant has elected
to apply any or all of his Bonus Payment to purchase Lodged
Shares the Company shall, on behalf of the Participant, pay
the Lodged Share Money to the Trustee within seven days of
receiving notification in accordance with Rule 5.3
6.2 DEDUCTION OF APPLICABLE TAXES
The Lodged Share Money shall be paid to the Trustee net of any
Taxes (other than Employer's NICs) for which any Member of the
Group is liable to account in respect thereof.
6.3 PURCHASE OF LODGED SHARES BY TRUSTEE
Subject always to Rule 3 the Trustee shall, as soon as is
reasonably practicable following the receipt of the Lodged
Share Money, apply such money to acquire Lodged Shares, which
shall be held by the Trustee as nominee on the Participant's
behalf.
6.4 NOTIFICATION TO PARTICIPANT
Where Lodged Shares have been acquired by the Trustee on
behalf of a Participant, the Trustee shall provide the
Participant with written confirmation of the number of Lodged
Shares it holds on the Participant's behalf.
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6.5 VOTING AND DIVIDEND RIGHTS ATTACHING TO LODGED SHARES
The Trustee shall not be entitled to vote in respect of the
Lodged Shares other than in accordance with the direction of
the relevant Participant. The Trustee shall account to the
relevant Participant for any dividend or other sum(s) received
in respect of the Lodged Shares within seven days of such
receipt.
6.6 TRANSFER OF LODGED SHARES
The Trustee shall transfer to the Participant any Lodged
Shares held on behalf of that Participant on the earlier of:
6.6.1 the date upon which the Trustee transfers Matching
Shares to that Participant pursuant to Rule 13; or
6.6.2 the date the Participant's Award lapses.
7. POSTPONED SHARES
7.1 PAYMENT OF POSTPONED SHARE MONEY TO TRUSTEE
Where an Eligible Participant has elected to forego any part
of his Bonus Payment in accordance with the Invitation the
Company shall pay the Postponed Share Money to the Trustee
within seven days of receiving notification in accordance with
Rule 5.3
7.2 PURCHASE OF POSTPONED SHARES BY TRUSTEE
Subject always to Rule 3 the Trustee shall, as soon as is
reasonably practicable following the receipt of the Postponed
Share Money, apply such money to acquire Postponed Shares in
respect of the Participant.
7.3 VOTING AND DIVIDEND RIGHTS ATTACHING TO POSTPONED SHARES
The Trustee shall not be under any obligation to request
directions from Participants in respect of the voting rights
attaching to Postponed Shares. At it's discretion, the Trustee
may, following the Vesting of a Participant's Award, pay an
additional sum to the Participant not exceeding the sum of any
dividends declared on the Shares whilst such shares
constituted Postponed Shares.
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7.4 TRANSFER OF POSTPONED SHARES
The Trustee shall transfer to the Participant any Postponed
Shares acquired in respect of the Participant on the earlier
of:
7.4.1 the date upon which the Trustee transfers Matching
Shares to that Participant pursuant to Rule 13; or
7.4.2 the date the Participant's Award lapses.
8. AWARD OF MATCHING SHARES
8.1 GENERAL
Where Lodged Share Money or Postponed Share Money has been
paid to the Trustee in respect of a Participant, the Committee
shall grant that Participant an Award over a number of
Matching Shares to be calculated, as the case may be, as:
8.1.1 the number of Shares that could be purchased with the
gross amount of the Lodged Share Money; or
8.1.2 a number of Shares equal to the number of Postponed
Shares held by the EBT in respect of that Participant
and for the purposes of Rule 8.1.1 the Committee may, at its
discretion, apply a share value or average of share values
over a period comprising no more than ten Dealing Days
following the Date of Grant.
8.2 EMPLOYER'S NICS
The Committee may require that, as a condition of being
granted an Award, a Participant shall enter into an agreement
with his Employer Company (or such other relevant Member of
the Group) the effect of which is either:
8.2.1 to transfer to the Participant, the liability of the
relevant Member of the Group to account for
Employers' NICs, in respect of the Participant's
Award; or
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8.2.2 to indemnify the relevant Member of the Group in
respect of any Employers' NICs for which that Member
of the Group is liable to account, in respect of the
Participant's Award.
8.3 PERFORMANCE CONDITIONS
8.3.1 The Committee may specify, on or before the Date of
Grant, objective performance conditions
("CONDITIONS") that must be fulfilled in order for an
Award to Vest.
8.3.2 The question of whether the Conditions imposed upon a
Participant pursuant to Rule 8.3.1 have been
satisfied shall be at the absolute discretion of the
Committee.
8.4 GRANT OF AWARD AND AWARD CERTIFICATE
Each Award shall be granted by deed in such form as the
Committee may from time to time determine. On, or as soon as
possible after the Date of Grant, each Participant shall be
issued with an Award Certificate in such form as the Committee
may from time to time specify.
8.5 NO CONSIDERATION FOR GRANT OF AWARD
No payment will be required as consideration for or on the
grant of an Award.
9. NON-ASSIGNABILITY OF AWARDS
No Award granted under the Plan shall be capable of being transferred
by a Participant or his personal representatives or of being mortgaged,
pledged or encumbered in any way whatsoever. In the event of any breach
or purported breach of this provision, the Award shall lapse forthwith.
This Rule 9 shall not prevent the personal representatives of a
deceased Participant from exercising an Award in accordance with the
Rules.
10. WHEN AWARDS VEST
Subject to Rules 3.2, 11 and 12 and save as otherwise provided in the
Rules, an Award shall Vest on the Vesting Date, provided that the
Participant remains an Eligible Participant (and not under notice,
given or received) and any Conditions set under Rule 8.3 have been
satisfied at that date.
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11. EARLY VESTING AND LAPSE OF AWARDS
11.1 Notwithstanding Rule 10, an Award shall Vest earlier than the
Vesting Date if:
11.1.1 a Participant dies, in which case the Award will Vest
on the date of the Participant's death but only in
accordance with the Formula set out at 11.1; or
11.1.2 a Participant ceases to be an Eligible Participant by
reason of:
11.1.2.1 injury;
11.1.2.2 illness or disability;
11.1.2.3 retirement of the Participant at contractual
retirement age or (with the consent of the
Board) at an earlier age but so that Vesting
shall take place only if the Committee is
satisfied that the Conditions attaching to
the Award (if necessary, as modified by the
Committee to take account of the shortened
period) were satisfied in respect of the
period between the Date of Grant and the
date of cessation;
11.1.2.4 the company employing the Participant
ceasing to be a Member of the Group;
11.1.2.5 the business or part of the business to
which the Participant's office or employment
relates being transferred to a person who is
not a Member of the Group;
11.1.2.6 any other reason that the Committee in its
discretion so permits but so that Vesting
shall take place only if the Committee is
satisfied that the Conditions attaching to
the Award (if necessary, as modified by the
Committee to take account of the shortened
period) were satisfied over the period
between the Date of Grant and the date of
cessation;
in which case Awards shall Vest on the date of the
Participant so ceasing but the number of Shares in
respect of which the Award shall Vest shall not
exceed "V" in the following Formula (the "FORMULA"):
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m
V = ---- x N
36
Where: m (which shall not exceed 36) is the number
of complete months that have expired between
the Date of Grant and the date on which
notice of termination of the Participant's
employment with a Member of the Group is
given or received ("NOTICE DATE"); and
N: is the total number of Shares subject to the
Award
11.2 An Award shall lapse and cease to exist upon the earliest to
happen of the following:
11.2.1 the date on which the Participant (without the
written permission of the Committee) transfers or
purports to deal in any Lodged Shares prior to the
Vesting of his Award;
11.2.2 the expiry of four years following the Date of Grant;
11.2.3 6 months following the date of death of the
Participant;
11.2.4 the date upon which the Participant is adjudicated
bankrupt;
11.2.5 any breach or purported breach of Rule 9 by the
Participant;
11.2.6 the date on which the Participant ceases to be an
Eligible Participant with any Member of the Group for
any reason other than any of the matters referred to
in Rules 11.1.2.1 - 11.1.2.5 and where the Committee
does not exercise its discretion in his favour under
Rule 11.1.2.6;
11.2.7 where the number of Matching Shares that Vest is
determined by the Formula, the Award shall lapse in
respect of any excess Shares comprised in the Award
exceeding the number given by the Formula; and
11.2.8 the Vesting Date, if the Conditions relating to the
Award have not been satisfied.
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12. TAKEOVERS AND LIQUIDATIONS
12.1 If any person obtains Control of the Company by any means
including the making of:
12.1.1 a general offer to acquire the whole of the issued
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
12.1.2 a general offer to acquire all the shares in the
Company which are of the same class as the Shares,
then (unless the change of Control is for the purposes of a
reorganisation or reconstruction which makes such provision as
the Auditors have reported to the Board to be fair and
reasonable for the adjustment of Awards or the compensation of
Participants or the grant of new Awards) any Award shall Vest
notwithstanding that any Conditions set under Rule 8.3 have
not been satisfied, 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, but the number of
Shares in respect of which the Award shall Vest shall be
calculated in accordance with the Formula.
12.2 If the Court sanctions a compromise or arrangement
under section 425 of the Companies Act 1985 in
respect of the Company, then, unless the compromise
or arrangement makes such provision as the Auditors
shall have reported to the Board to be fair and
reasonable for the adjustment of Awards, the
compensation of Participants or the grant of new
Awards to Participants, any Award shall Vest
notwithstanding that any Conditions set under Rule
8.3 have not been satisfied, on the date that the
Court order sanctioning the compromise or arrangement
is delivered to the registrar of companies and has
taken effect in accordance with section 425(3) of the
Companies Act 1985, but the number of Shares in
respect of which the Award shall Vest shall be
calculated in accordance with the Formula.
12.3 If the Company passes a resolution for voluntary
winding-up, then, unless the winding-up is for the
purposes of a reorganisation or reconstruction which
makes provision which the Auditors shall have
reported to the Board to be in their opinion fair and
reasonable for the compensation of Participants or
the grant of new Awards to Participants, any Award
shall Vest notwithstanding that any Conditions set
under Rule 8.3 have not been satisfied, on the
passing of the resolution, but the number of
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Shares in respect of which the Award shall Vest shall
be calculated in accordance with the Formula.
12.4 For the purposes of this Rule 12, a person shall be
deemed to have obtained Control of the Company if he
and others acting in concert with him have together
obtained Control of it.
13. TRANSFER OF SHARES TO PARTICIPANT
13.1 When an Award has Vested, the Committee shall within two
Dealing Days notify the Trustee in writing and the Trustee
shall, within 30 days of receiving such notice transfer to the
Participant (following the deduction of any relevant Taxes):
13.1.1 any Lodged Shares held as nominee for him;
13.1.2 any Postponed Shares acquired in respect of that part
of the Participant's Bonus Payment that was foregone;
13.1.3 any Matching Shares in respect of which an Award has
Vested.
14. ALTERATIONS OF SHARE CAPITAL
14.1 In the event of any variation in the ordinary share capital of
the Company by way of capitalisation of profits or reserves or
by way of rights or any consolidation or sub-division or
reduction of capital or otherwise, then the number and nominal
value of Shares subject to any Awards may be adjusted by the
Committee in such manner as is certified by the Auditors to be
fair and reasonable in their opinion and with effect from such
date as the Committee may determine to be appropriate.
14.2 The Committee shall notify Participants in such manner as it
thinks fit of any adjustment made under Rule 14.1 and may call
in, cancel, endorse, issue or re-issue any Award Certificate
as a result of any such adjustment.
15. TAXATION
The Company or any other Member of the Group may make such provision
for and take such action as may be considered by it to be necessary or
expedient for the withholding or payment of any Taxes for which it is
properly accountable, whenever and wherever those Taxes are imposed
(provided those Taxes arise in respect of any payment made or Shares
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awarded to, Shares Purchased by or other benefit accruing or deemed to
accrue to any Participant pursuant to the Plan) including but not
limited to:
15.1 the withholding of funds or property (or any portion thereof)
from any payment due to be made to the Participant under the
Plan or from remuneration paid to the Participant and, where
appropriate, the disposal of the same; and
15.2 the cancellation of any such payment to the extent necessary
to secure funds to discharge such Taxes for which it is
properly accountable.
16. EMPLOYMENT RIGHTS
16.1 This Plan shall not form part of any contract of employment
between any Member of the Group and any employee or executive
director of any such company and the rights and obligations of
any individual under the terms of his office or employment
with any Member of the Group shall not be affected by his
participation in the Plan or any right which he may have to
participate therein.
16.2 Participation in the Plan shall be on the express condition
that:
16.2.1 neither it nor cessation of participation shall
afford any individual under the terms of his office
or employment with any Member of the Group any
additional or other rights to compensation or
damages; and
16.2.2 no damages or compensation shall be payable in
consequence of the termination of such office or
employment (whether or not in circumstances giving
rise to a claim for wrongful or unfair dismissal) or
for any other reason whatsoever to compensate him for
the loss of any rights the Participant would
otherwise have had (actual or prospective) under the
Plan howsoever arising but for such termination; and
16.2.3 the Participant shall be deemed irrevocably to have
waived any such rights to which he may otherwise have
been entitled.
16.3 No individual shall have any claim against a Member of the
Group arising out of his not being admitted to participation
in the Plan which (for the avoidance of all, if any, doubt) is
entirely within the discretion of the Board.
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16.4 No Participant shall be entitled to claim compensation from
any Member of the Group for any diminution or extinction of
his rights or benefits (actual or otherwise) under any
Award(s) held by him consequent upon the lapse for any reason
of any Award(s) held by him or otherwise in connection with
the Plan and each Member of the Group shall be entirely free
to conduct its affairs as it sees fit without regard to any
consequences under, upon or in relation to the Plan or any
Award or Participant.
17. PENSIONABLE EARNINGS
Any Award granted, or Postponed Shares acquired by a Participant
pursuant to the Plan shall not constitute pensionable earnings for the
purposes of any pension scheme in which the Company participates.
18. ADMINISTRATION AND AMENDMENT
18.1 The Plan shall be administered under the direction of the
Committee who may at any time and from time to time by
resolution and without other formality delete, amend or add to
the Rules in any respect provided that:
18.1.1 no deletion, amendment or addition shall operate to
affect adversely in any way any rights already
acquired by a Participant under the Plan without the
approval of the majority of the affected Participants
first having been obtained;
18.1.2 no deletion, amendment or addition may be made to the
material advantage of Participants except with the
prior approval of the Company in general meeting
unless the deletion, amendment or addition is:
18.1.2.1 minor and to benefit the administration of
the Plan;
18.1.2.2 to take account of any changes in
legislation; or
18.1.2.3 to obtain or maintain favourable taxation,
exchange control or regulatory treatment for
the Company or any other Member of the Group
or any Participant.
18.2 Notwithstanding anything to the contrary contained in these
Rules, the Committee may at any time by resolution and without
further formality establish further plans to apply in overseas
territories governed by rules similar to these Rules but
modified to
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take account of local tax, exchange control, securities laws
or labour law, regulation or practice provided that any Shares
made subject to Awards under any such plan shall be treated as
counting against any limits on overall or individual
participation in the Plan.
18.3 In any matter in which they are required to act hereunder the
Auditors shall be deemed to be acting as experts and not as
arbitrators and their decision shall be final and binding.
Subject thereto, the Committee's decision on any matter
relating to the interpretation of the Rules and any other
matter concerning the Plan shall be final and binding.
18.4 The provisions of the Company's Articles of Association for
the time being with regard to the service of notices shall
apply mutatis mutandis to any notices to be given by the
Company under the Rules.
18.5 The Company shall bear the costs of setting up and
administering the Plan. However, the Company may require any
Member of the Group to reimburse the Company for any costs
borne by the Company directly or indirectly in respect of such
Member's officers or employees.
18.6 The Company shall maintain all necessary books of account and
records relating to the Plan.
18.7 The Committee shall be entitled to authorise any person to
execute on behalf of a Participant, at the request of the
Participant, any document relating to the Plan, in so far as
such document is required to be executed pursuant to the
Rules.
18.8 If any Award Certificate shall be worn out, defaced or lost,
it may be replaced on such evidence being provided as the
Committee may require.
18.9 In the case of the partial exercise of an Award, the Committee
may call in and endorse or cancel and re-issue, as it thinks
fit, any Award Certificate for the balance of the Matching
Shares over which the Award was granted.
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19. EXCLUSION OF THIRD PARTY RIGHTS
The Contracts (Rights of Third Parties) Act 1999 shall not apply to the
Plan nor to any Award granted, Postponed Shares acquired or Lodged
Shares Purchased under it, and no person other than the parties to an
Award shall have any rights under it nor shall it be enforceable under
that Act by any person other than the parties to it.
20. TERMINATION
The Plan may be terminated at any time by a resolution of the Committee
and shall, in any event, terminate on the tenth anniversary of the
Commencement Date. On termination, no further Awards may be granted but
such termination shall not affect the outstanding rights of
Participants.
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