Exhibit 4.9
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THE ENODIS 2001 EXECUTIVE SHARE OPTION SCHEME
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(Incorporating amendments to 16 January 2002)
TO BE TABLED FOR APPROVAL BY SHAREHOLDERS
AT THE ANNUAL GENERAL MEETING ON 16 JANUARY 2002.
New Bridge Street Consultants
20 Little Britain
London EC1A 7DH
Ref: P:\N\2057\ESOS 2001 v2.1
Inland Revenue Ref: X 21622
CONTENTS
Rule Page
Part A - Inland Revenue Approved
1. Definitions And Interpretation.................................................... 1
2. Eligibility....................................................................... 2
3. Grant Of Options.................................................................. 2
4. Limits............................................................................ 4
5. Exercise Of Options............................................................... 5
6. Takeover, Reconstruction And Winding-Up........................................... 7
7. Adjustment Of Options............................................................. 9
8. Alterations....................................................................... 10
9. Miscellaneous..................................................................... 10
Part B - Unapproved
1. Interaction With Part A........................................................... 12
2. Eligibility....................................................................... 12
3. Limits ........................................................................... 12
4. Exercise Of Options............................................................... 12
5. Adjustment Of Options............................................................. 13
6. Inland Revenue Approval........................................................... 14
PART A - INLAND REVENUE APPROVED
1. DEFINITIONS AND INTERPRETATION
1.1 In this Scheme, unless the context otherwise requires:-
"the Board" means the board of directors of the Company or a committee
appointed by them;
"the Company" means Enodis plc (registered in England
and Wales No. 109849);
"Financial Year" means a financial year of the Company within the
meaning of section 742 of the Companies Act 1985;
"the Grant Date" in relation to an option means the date on which the
option was granted;
"Group Member" means:-
1.1.1 a Participating Company or a body corporate which is (within
the meaning of section 736 of the Companies Act 1985) the
Company's holding company or a subsidiary of the Company's
holding company; or
1.1.2 a body corporate which is (within the meaning of section 258
of that Act) a subsidiary undertaking of a body corporate
within Rule 1.1.1 and has been designated by the Board for
this purpose;
1.1.3 any other body corporate in relation to which a body corporate
within paragraph (a) or (b) 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;
"the London Stock Exchange" means the London Stock Exchange plc;
"Participant" means a person who holds an option granted under this
Scheme;
"Participating Company" means the Company or any Subsidiary;
"the Performance Conditions" are the conditions in the Schedule to this
Scheme or such other conditions as the Remuneration Committee may
specify at the time an option is granted;
"the Remuneration Committee"=means the remuneration committee of the
Board;
"Schedule 9" means Schedule 9 to the Taxes Act 1988;
"Scheme" means the Enodis 2001 Executive Share Option Scheme as herein
set out, comprising Part A (the Inland Revenue approved part) and
Part B (the Unapproved Part) but subject to any alterations made under
Rule 8 below;
"Subsidiary" means a body corporate which is a subsidiary of the
Company (within the meaning of section 736 of the Companies Act 1985)
and of which the Company has control (within the meaning of section
840 of the Taxes Act 1988);
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"the Taxes Act 1988" means the Income and Corporation Taxes Act 1988;
"Trustees" means the trustee or trustees for the time being of an
employee benefit trust established for the benefit of beneficiaries
including all or substantially all of the individuals eligible to
participate in this Scheme by virtue of Rule 2 below;
and expressions not otherwise defined in this Scheme have the same
meanings as they have in Schedule 9.
1.2 Any reference in this Scheme to any enactment includes a reference to
that enactment as from time to time modified, extended or re-enacted
1.3 Expressions in italics are for guidance only and do not form part
of this Scheme. 2.
ELIGIBILITY
2.1 Subject to Rule 2.3, a person is eligible to be granted an option if
(and only if) he is a full-time director or qualifying employee of a
Participating Company.
2.2 For the purposes of Rule 2.1:-
2.2.1 a person shall be treated as a full-time director of a
Participating Company if he is obliged to devote to the
performance of the duties of his office or employment with
that and any other Participating Company not less than 25
hours a week;
2.2.2 a qualifying employee, in relation to a Participating Company,
is an employee of the Participating Company (other than one
who is a director of a Participating Company).
2.3 A person is not eligible to be granted an option under this Scheme
at any time:-
2.3.1 within the two years immediately preceding the date on which
he is bound to retire in accordance with the terms of his
contract of employment, or
2.3.2 when he is not eligible to participate in this S
cheme by virtue of paragraph 8 of Schedule 9 (material
interest in a close company).
3. GRANT OF OPTIONS
3.1 Subject to Rule 4, the Board may by deed grant or procure that some
other person grants an option to acquire shares in the Company which
satisfy the requirements of paragraphs 10 to 14 of Schedule 9 (fully
paid up, unrestricted, ordinary share capital), at the Grant Date and,
subject to Rule 7.5, at the date of exercise of the option, upon the
terms set out in this Scheme and upon such other objective terms as
the Board may specify, to any person who is eligible to be granted an
option in accordance with Rule 2; and for this purpose an option to
acquire includes an option to purchase and an option to subscribe.
3.2 The price at which shares may be acquired by the exercise of an
option shall be determined by the Board before its grant, but shall
not be less than:-
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3.2.1 if shares of the same class as those shares are listed in the
London Stock Exchange Daily Official List, the middle-market
quotation of shares of that class (as derived from that List)
on the dealing day immediately preceding the Grant Date (or
such other dealing day as may be agreed in advance with the
Inland Revenue) or, in the case of an option which is intended
to be a Qualifying Stock Option within the meaning of the US
Internal Revenue Code, the middle market quotation of shares
of that class (as derived from that list) on the Grant Date;
3.2.2 if Rule 3.2.1 does not apply, the market value (within the
meaning of Part VIII of the Taxation of Chargeable Gains Act
1992) of shares of that class, as agreed in advance for the
purposes of this Scheme with the Shares Valuation Division of
the Inland Revenue, on the Grant Date (or such other day as
may be agreed in advance with the Inland Revenue); or
3.2.3 in the case of an option to acquire shares only by subscription,
the nominal value of those shares.
3.3 Subject to Rule 3.4, an option may only be granted:-
3.3.1 within the period of 6 weeks beginning with -
(a) the date on which this Scheme is approved and adopted by
the Company (provided that no options may be granted under
Part A of the Scheme until it has been approved by the
Inland Revenue); or
(b) the date on which Part A of this Scheme is approved by the
Inland Revenue under Schedule 9; or
(c) the dealing day next following the date on which the
Company announces its results for any period; or
3.3.2 at any other time when the circumstances are considered by the
Board to be sufficiently exceptional to justify its grant; and
3.3.3 within the period of 10 years beginning with the
date on which this Scheme is adopted by the Company.
3.4 An option granted to any person:-
3.4.1 shall not, except as provided in Rule 5.4, be capable of
being transferred by him; and
3.4.2 shall lapse forthwith if he is adjudged bankrupt.
4. LIMITS
4.1 No options shall be granted in any year which would, at the
time they are granted, cause the number of shares in the Company which
may be allocated under this Scheme in the period of 10 calendar years
ending with that year under this Scheme or under any other executive share
option scheme adopted by the Company to exceed such number as
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represents 5 per cent. of the ordinary share capital of the Company in
issue at that time. (This Rule 4.1 does not apply in respect of options
granted after 15 January 2002).
4.2 No options shall be granted in any year which would, at the time they
are granted, cause the number of shares in the Company which may be
allocated under this Scheme or under any other employees' share scheme
adopted by the Company in the period of 10 calendar years ending with
that year, to exceed such number as represents 10 per cent. of the
ordinary share capital of the Company in issue at that time.
4.3 No more than 19,000,000 shares may be acquired pursuant to the exercise
of options granted under the Scheme.
4.4 Any shares in the Company which have been issued or which may be issued to
the Trustees to satisfy the exercise of any option granted under this
Scheme shall be included for the purposes of the limits set out in Rules
4.1, 4.2 and 4.3.
4.5 The number of shares in relation to which options may be granted to any
person in any Financial Year shall not exceed such number as has a market
value equal to 200 per cent of the salary of such person, unless the
Remuneration Committee is satisfied that there are exceptional
circumstances; and for the purposes of this Rule:-
4.5.1 a person's salary shall be taken to be his basic salary
(excluding benefits in kind), expressed as an annual rate,
payable by the Participating Companies to him at that time;
and
4.5.2 where a payment of remuneration is made otherwise than in
sterling, the payment shall be treated as being of the amount
of sterling ascertained by applying such rate of exchange
published in a national newspaper as the Board shall
reasonably determine.
4.6 No person shall be granted options which would, at the time they are
granted, cause the aggregate market value of the shares which he may
acquire in pursuance of options granted to him under Part A of this
Scheme or under any other share option scheme, not being a
savings-related share option scheme, approved under Schedule 9 and
established by the Company or by any associated company of the Company
(and not exercised) to exceed or further exceed (pound)30,000 or such
other limit imposed from time to time under paragraph 28(1) of Schedule
9.
4.7 For the purposes of this Rule 4, the market value of the shares in
relation to which an option was granted shall be calculated:-
4.7.1 in the case of an option granted under this Scheme, as on the
day by reference to which the price at which shares may be
acquired by the exercise of that option was determined in
accordance with Rule 3.2;
4.7.2 in the case of an option granted under any other approved
scheme, as at the time when it was granted or, in a case where
an agreement relating to the shares has been made under
paragraph 29 of Schedule 9, such earlier time or times as may
be provided in the agreement; and
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4.7.3 in the case of any other option, as on the day or days by
reference to which the price at which shares may be acquired
by the exercise of that option was determined.
4.8 Any option granted under this Scheme shall be limited and take effect
so that the above limits are complied with.
4.9 Where the right to acquire shares was released or lapsed without being
exercised, the shares concerned will be ignored when calculating the limits
in this Rule 4 (other than the limit in Rule 4.5).
4.10 References in this Rule 4 to "allocation" shall mean, in relation to any
share option scheme, placing unissued shares under option and, in
relation to other types of employee share scheme, the allotment and
issue of shares and references to "allocated" shall be construed
accordingly.
5. EXERCISE OF OPTIONS
5.1 The exercise of any option granted under this Scheme shall be effected
in the form and manner prescribed by the Board and, unless the Board
determines otherwise, any notice of exercise shall take effect only when
received by the Company together with the relevant exercise monies or an
agreement to provide such monies pursuant to arrangements acceptable to
the Company.
5.2 Subject to Rules 5.4, 5.5, 6.1, 6.3 and 6.4, an option granted under this
Scheme may not be exercised before the third anniversary of the Grant
Date.
5.3 Subject to Rules 5.4, 5.5.1, 5.5.3, 6.1, 6.3, 6.4 and 6.5, an option
granted under this Scheme may not be exercised if the Performance
Conditions are not satisfied.
5.4 If any Participant dies, any option may (and must, if at all) be
exercised by his personal representatives within 12 months after the
date of his death provided that his death occurs at a time when either
he is a director or employee of a Group Member or he is or would but for
Rule 5.3 be entitled to exercise the option by virtue of Rule 5.5.
5.5 If any Participant ceases to be a director or employee of a Group Member
(otherwise than by reason of his death), the following provisions apply
in relation to any option granted to him:-
5.5.1 if he so ceases by reason of injury, disability or redundancy
(within the meaning of the Employment Rights Act 1996), or by reason
only that his office or employment is in a company which ceases to be
a Group Member, or relates to a business or part of a business which
is transferred to a person who is not a Group Member, the option may
(and subject to Rule 5.4 must, if at all) be exercised within the
exercise period;
5.5.2 if he so ceases by reason of retirement on or after reaching
the age at which he is bound to retire in accordance with the terms
of his contract of employment, the option may (and subject to
Rule 5.4 must, if at all) be exercised within the exercise period,
but subject to Rule 5.3;
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5.5.3 if he so ceases for any other reason, the option may not be
exercised at all unless the Board shall so permit, in which event it
may (and subject to Rule 5.4 must, if at all) be exercised to the
extent permitted by the Board within the exercise period;
and in this Rule the exercise period is the period which shall expire
12 months after his so ceasing or at such later time as the Board
shall determine not being more than 42 months after the Grant Date or
42 months after the last date prior to his so ceasing on which he
exercised an option (not being one granted under a savings-related
share option scheme) in circumstances in which paragraphs (a) and (b)
of section 185(3) of the Taxes Act 1988 )income tax relief on
exercise) applied.
5.6 A Participant shall not be treated for the purposes of Rule 5.5 as
ceasing to be a director or employee of a Group Member until such
time as he is no longer a director or employee of any Group Member.
5.7 Notwithstanding any provision of this Scheme, an option may not be
exercised after the expiration of the period of 10 years (or such
shorter period as the Board may have determined before the grant of that
option) beginning with the Grant Date.
5.8 A Participant shall not be eligible to exercise an option at any time
when he is not eligible to participate in this Scheme by virtue of
paragraph 8 of Schedule 9 (material interest in close company).
5.9 Within 30 days after an option has been exercised by any person, the
Board shall allot to him (or a nominee for him) or, as appropriate,
procure the transfer to him (or a nominee for him) of the number of
shares in respect of which the option has been exercised, provided that
the issue or transfer of those shares would be lawful in all relevant
jurisdictions. For the avoidance of doubt, it is hereby confirmed that
ordinary shares may be allotted or transferred in the form of American
Depository Shares.
5.10 In a case where a Group Member or the Trustees are obliged to (or would
suffer a disadvantage if it were not to) account for any tax (in any
jurisdiction) for which the person in question is liable by virtue of
the exercise of the option and/or for any social security contributions
recoverable from the person in question (together, the "Tax Liability"),
no shares shall be issued or transferred unless that person has either:
5.10.1 made a payment to the Group Member or the Trustees of an amount equal
to the Tax Liability; or
5.10.2 entered into arrangements acceptable to that or another Group
Member or the Trustees to secure that such a payment is made
(whether by authorising the sale of some or all of the shares
on his behalf and the payment to the Group Member or the
Trustees of the relevant amount out of the proceeds of sale or
otherwise).
5.11 All shares allotted under this Scheme shall rank equally in all respects
with the shares of the same class then in issue except for any rights
attaching to such shares by reference to a record date prior to the date
of the allotment.
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6. TAKEOVER, RECONSTRUCTION AND WINDING-UP
6.1 If any person obtains control of the Company (within the meaning of
section 840 of the Taxes Act 1988) as a result of making a general offer
to acquire shares in the Company, or having obtained such control makes
such an offer, the Board shall within 7 days of becoming aware of such
occurrence notify every Participant of it and, subject to the option not
having already lapsed under Rules 5.4, 5.5 and 5.7, any option may be
exercised within one month (or such longer period as the Board may
permit) of such notification.
6.2 For the purposes of Rule 6.1, 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.
6.3 If any person becomes bound or entitled to acquire shares in the Company
under sections 428 to 430F of the Companies Act 1985 or Articles 421 to
423 of the Companies (Northern Ireland) Order 1986, or if the Company
passes a resolution for voluntary winding up, or if an order is made for
the compulsory winding up of the Company, the Board shall forthwith
notify every Participant of such occurrence and, subject to the option
not having already lapsed under Rules 5.4, 5.5 and 5.7, any option may
be exercised within one month of such notification, but to the extent
that it is not exercised within that period shall (notwithstanding any
other provision of this Scheme) lapse on the expiration of that period.
6.4 If the Court sanctions a compromise or arrangement under section 425 of
the Companies Act 1985 or Article 418 of the Companies (Northern
Ireland) Order 1986, the Board shall forthwith notify every Participant
of such occurrence and, subject to the option not having already lapsed
under Rules 5.4, 5.5 and 5.7, any option may be exercised within one
month of such notification, but to the extent that it is not exercised
within that period shall (notwithstanding any other provision of this
Scheme) lapse on the expiration of that period.
6.5 In relation to an option which would but for Rule 5.3 be exercisable by
virtue of an event mentioned in Rule 6.1, 6.3 or 6.4, the Performance
Conditions will continue to apply, but measured up to the first to occur
of the events specified in this Rule 6 unless the Remuneration
Committee, acting objectively and fairly and reasonably, decides
otherwise. For this purpose, the term "Remuneration Committee" means the
members of the Remuneration Committee immediately prior to the
occurrence of the relevant event mentioned in Rule 6.1, 6.3 or 6.4.
6.6 If any company ("the acquiring company"):-
6.6.1 obtains control of the Company as a result of making:-
(a) 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
(b) a general offer to acquire all the shares in the Company
which are of the same class as the shares which may be
acquired by the exercise of options granted under this
Scheme, or
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6.6.2 obtains control of the Company in pursuance of a compromise or
arrangement sanctioned by the court under section 425 of the
Companies Act 1985 or Article 418 of the Companies (Northern
Ireland) Order 1986, or
6.6.3 becomes bound or entitled to acquire shares in the Company under
sections 428 to 430F of that Act or Articles 421 to 423 of
that Order,
any Participant may at any time within the appropriate period (which expression
shall be construed in accordance with paragraph 15(2) of Schedule 9), by
agreement with the acquiring company, release any option granted under this
Scheme which has not lapsed ("the old option") in consideration of the grant to
him of an option ("the new option") which (for the purposes of that paragraph)
is equivalent to the old option but relates to shares in a different company
(whether the acquiring company itself or some other company falling within
paragraph 10(b) or (c) of Schedule 9).
6.7 The new option shall not be regarded for the purposes of Rule 6.6 as
equivalent to the old option unless the conditions set out in paragraph
15(3) of Schedule 9 are satisfied, but so that the provisions of this
Scheme shall for this purpose be construed as if:-
6.7.1 the new option were an option granted under this Scheme at the
same time as the old option;
6.7.2 except for the purposes of the definitions of "Group Member",
"Participating Company" and "Subsidiary" in Rule 1.1 and the
reference to "the Board" in Rule 5.7, the expression "the
Company" were defined as "a company whose shares may be
acquired by the exercise of options granted under this
Scheme";
6.7.3 the Performance Conditions had been satisfied; and
6.7.4 Rule 8.2 were omitted.
7. ADJUSTMENT OF OPTIONS
7.1 Subject to Rule 7.3, in the event of any increase or variation of the
share capital of the Company, whenever effected, the Board may make such
adjustments as it considers appropriate under Rule 7.2.
7.2 An adjustment made under this Rule shall be to one or more of the
following:-
7.2.1 the number of shares in respect of which any option may be
exercised;
7.2.2 the price at which shares may be acquired by the exercise of
any option;
7.2.3 where any such option has been exercised but no shares have
been allotted or transferred pursuant to such exercise, the
number of shares which may be so allotted or transferred and
the price at which they may be acquired;
7.2.4 the number of shares referred to in Rule 4.3.
7.3 At a time when this Scheme is approved by the Inland Revenue under
Schedule 9, no adjustment under Rule 7.2 shall be made without the
prior approval of the Inland Revenue.
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7.4 An adjustment under Rule 7.2 may have the effect of reducing the price
at which shares may be subscribed for on the exercise of an option to
less than their nominal value, but only if and to the extent that the
Board shall be authorised to capitalise from the reserves of the Company
a sum equal to the amount by which the nominal value of the shares in
respect of which the option is exercised and which are to be allotted
pursuant to such exercise exceeds the price at which the shares may be
subscribed for and to apply that sum in paying up such amount on such
shares; and so that on exercise of any option in respect of which such a
reduction shall have been made the Board shall capitalise that sum (if
any) and apply the same in paying up that amount.
7.5 If the shares subject to an option cease to satisfy the requirements
of paragraphs 10 to 14 of Schedule 9 at any time after the
Grant Date then:
7.5.1 the Board shall as soon as practicable notify the Inland
Revenue of this;
7.5.2 the Company will not be required to allot or procure the
transfer of shares which satisfy those requirements upon the
exercise of an option;
7.5.3 for the avoidance of doubt, all unexercised options shall
continue to exist; and
7.5.4 the Scheme shall continue to exist but if the Inland Revenue
withdraw their approval of the Scheme under Schedule 9, it
shall continue to exist as an unapproved share option scheme.
8. ALTERATIONS
8.1 Subject to Rules 8.2, 8.4 and 8.5, the Board may at any time alter this
Scheme (having regard to the fact that, if an alteration which does not
solely relate to the Performance Conditions is made at a time when this
Scheme is approved by the Inland Revenue under Schedule 9, the approval
will not thereafter have effect until the Inland Revenue have approved
the alteration).
8.2 Subject to Rule 8.3, no alteration to the advantage of the person to
whom options may be granted shall be made under Rule 8.1 to any of the
provisions concerning eligibility, the limits on individual
participation and the number of shares which may be issued under the
Scheme, the terms of exercise and adjustment of options, or this Rule,
without the prior approval by ordinary resolution of the members of the
Company in general meeting.
8.3 Rule 8.2 shall not apply to:-
8.3.1 any minor alteration to benefit the administration of this
Scheme, to take account of a change in legislation or to
obtain or maintain favourable tax, exchange control or
regulatory treatment for Participants or any Group Member; or
8.3.2 any alteration solely relating to the Performance Conditions.
8.4 No alteration to the disadvantage of any Participant shall be made
under Rule 8.1 unless:-
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8.4.1 the Board shall have invited every relevant Participant to give an
indication as to whether or not he approves the alteration, and
8.4.2 the alteration is approved by a majority of those Participants who have
given such an indication.
8.5 No alteration which solely relates to the Performance Conditions
subject to which an option has been granted shall be made under
Rule 8.1 unless:-
8.5.1 there shall have occurred an event which shall have caused the
Board reasonably to consider that the Performance Conditions
would not, without the alteration, achieve its original
purpose and the altered Performance Conditions are no more
difficult to satisfy, and
8.5.2 the Board shall act fairly and reasonably in making the
alteration.
9. MISCELLANEOUS
9.1 The rights and obligations of any individual under the terms of his
office or employment with any Group Member shall not be affected by his
participation in this Scheme or any right which he may have to
participate in it and an individual who participates in it shall waive
any and all rights to compensation or damages in consequence of the
termination of his office or employment for any reason whatsoever
insofar as those rights arise or may arise from his ceasing to have
rights under or be entitled to exercise any option under this Scheme as
a result of such termination.
9.2 In the event of any dispute or disagreement as to the interpretation of
this Scheme, or as to any question or right arising from or related to
this Scheme, the decision of the Board shall be final and binding upon
all persons.
9.3 Any decision of the Board in relation to a person who is a director of
the Company is subject to the approval of the Remuneration Committee.
9.4 Any notice or other communication under or in connection with this
Scheme may be given by personal delivery or by sending the same by post,
in the case of a company to its registered office, and in the case of an
individual to his last known address, or, where he is a director or
employee of a Group Member, either to his last known address or to the
address of the place of business at which he performs the whole or
substantially the whole of the duties of his office or employment.
9.5 This Scheme and all options granted under it shall be governed by and
construed in accordance with the law of England and Wales.
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PART B - UNAPPROVED
1. INTERACTION WITH PART A
The provisions of Part A shall, save where otherwise specified below,
apply in relation to options under Part B.
2. ELIGIBILITY
2.1 Subject to rule 2.2 of Part B, a person is eligible to be granted an option
under Part B if (and only if) he is an executive director or an employee
of a Participating Company.
2.2 A person is not eligible to be granted an option under Part B any time
within the two years immediately preceding the date on which he is bound
to retire in accordance with the terms of his contract of employment.
3. LIMITS
3.1 Rule 4.6 of Part A shall not apply to any options granted under Part B.
4. EXERCISE OF OPTIONS
4.1 Within 30 days after an option has been exercised by any person, the
Board shall allot to him (or a nominee for him) or, as appropriate,
procure the transfer to him (or a nominee for him) of the number of
shares in respect of which the option has been exercised, provided
that:-
4.1.1 the Board considers that the issue or transfer of those shares would
be lawful in all relevant jurisdictions; and
4.1.2 in a case where a Group Member or the Trustees is obliged to
(or would suffer a disadvantage if it were not to) account for
any tax (in any jurisdiction) for which the person in question
is liable by virtue of the exercise of the option and/or for
any social security contributions recoverable from the person
in question (together, the "Tax Liability"), that person has
either:
(a) made a payment to the Group Member or the Trustees of an amount
equal to the Tax Liability; or
(b) entered into arrangements acceptable to that or another
Group Member or the Trustees to secure that such a
payment is made (whether by authorising the sale of some
or all of the shares on his behalf and the payment to
the Group Member or the Trustees of the relevant amount
out of the proceeds of sale or otherwise) and, where
that person has entered into a joint election with his
employing company to transfer the liability for the
secondary National Insurance to him, the Inland Revenue
has approved such arrangements; and
in the case of either (a) or (b) above, where the Board determines
prior to the grant of the option (or following the grant of the option
with the consent of the relevant Participant) that the person in
question shall make an agreement with
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his employing company that some or all of the liability for
secondary National Insurance should be recovered from him,
then such shares shall not be so allotted or transferred to
him unless he has entered into such agreement in writing.
4.1.3 All shares allotted under this Scheme shall rank equally in
all respects with the shares of the same class then in issue
except for any rights attaching to such shares by reference to
a record date prior to the date of the allotment.
5. ADJUSTMENT OF OPTIONS
5.1 In the event of any increase or variation of the share capital of the
Company or a demerger or other event affecting the Company, whenever
effected, the Board may make such adjustments as it considers
appropriate under this Rule.
5.2 An adjustment made under this Rule shall be to one or more of
the following:-
5.2.1 the number of shares in respect of which any option may be
exercised;
5.2.2 the price at which shares may be acquired by the exercise of
any option;
5.2.3 where any such option has been exercised but no shares have
been allotted or transferred pursuant to such exercise, the
number of shares which may be so allotted or transferred and
the price at which they may be acquired;
5.2.4 the number of shares referred to in Rule 4.3.
5.3 An adjustment under this Rule may have the effect of reducing the price
at which shares may be subscribed for on the exercise of an option to
less than their nominal value, but only if and to the extent that the
Board shall be authorised to capitalise from the reserves of the Company
a sum equal to the amount by which the nominal value of the shares in
respect of which the option is exercised and which are to be allotted
pursuant to such exercise exceeds the price at which the shares may be
subscribed for and to apply that sum in paying up such amount on such
shares; and so that on exercise of any option in respect of which such a
reduction shall have been made the Board shall capitalise that sum (if
any) and apply the same in paying up that amount.
6. TAKEOVER, RECONSTRUCTION AND WINDING-UP
6.1 If the Court sanctions a compromise or arrangement under section 425 of
the Companies Act 1985 or Article 418 of the Companies (Northern
Ireland) Order 1986 then options shall neither become exercisable nor
lapse upon such compromise or arrangement becoming effective provided
that the Board may at its discretion, and acting fairly and reasonably,
subject to the option not having already lapsed under Rules 5.4, 5.5 and
5.7:
6.1.1 permit options to become exercisable for such period and on
such terms as the Board may determine and the Board may
determine that options shall lapse at the end of any such
period; or
6.1.2 provide that any option shall lapse upon such compromise
or arrangement become effective.
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6.2 In relation to an option which would but for Rule 5.3 be exercisable by
virtue of an event mentioned in Rule 6.1, 6.3 or 6.4, the Performance
Conditions will continue to apply, but measured up to the first to occur
of the events specified in this Rule 6 unless the Remuneration
Committee, at its absolute discretion, decides otherwise. For this
purpose, the term "Remuneration Committee" means the members of the
Remuneration Committee immediately prior to the occurrence of the
relevant event mentioned in Rule 6.1, 6.3 or 6.4.
7. INLAND REVENUE APPROVAL
7.1 Rules 2.3.2, 3.2.2, 5.8 and 7.3 of Part A shall not apply to options
granted under Part B of this Scheme.
7.2 There shall be no need to seek Inland Revenue approval or agreement for
anything done under Part B of this Scheme.
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SCHEDULE: PERFORMANCE CONDITIONS
1. Subject to Rules 5 and 6 of the Scheme, 50% of the Option Shares in
respect of a Performance Period may only be transferred to the extent
the conditions specified in paragraphs 3 and 5 below are satisfied; and
the remaining 50% of the Option Shares in respect of a Performance
Period may only be transferred to the extent the condition specified in
paragraphs 4 and 5 below are satisfied.
2. For the purpose of this Schedule:
(i) The "First Comparator Companies" are the constituents of the
FTSE Mid 250 Index (excluding investment trusts) at the
beginning of the relevant Performance Period, excluding those
companies which are not quoted on the London Stock Exchange
on the last day of the relevant Performance Period.
(ii) "Option Shares" means the shares in relation to which an
option is granted;
(iii) "Performance Period" means any period of three, four or five
Financial Years beginning with the Financial Year in which an
option granted.
(iv) "The Retail Prices Index" is the general index of retail
prices (for all items) published by the Office for National
Statistics or, if that index is not published for the month in
question, any substituted index or index figures published by
that Office.
(v) "Total Shareholder Return" of a company over any period is a
combination of its share price and dividend performance,
which shall be calculated as specified in paragraph 3(a)
below.
(vi) The "Second Comparator Companies" are BBA Group plc, Bodycote
International plc, Chubb plc, Cookson Group plc, AB
Electrolux, FKI plc, Glynwed International plc, Halma plc,
Ingersoll-Rand Company, Invensys plc, Illinois Tool Works Inc,
Kidde plc, Lancer Inc, Manitowoc Inc, Maytag Corporation,
Middleby Inc, The Morgan Crucible Company plc, Spirax-Sarco
Engineering plc, Tomkins plc, Travis Perkins plc, Wolseley
plc.
(vii) Unless the context otherwise admits, words and expressions in
this Schedule have the same meanings as they have in Rule 1 of
the Scheme.
3. (a) The Total Shareholder Return of the Company and each of
the First Comparator Companies over the relevant Performance
Period shall be computed by comparing the average net return
index of the relevant companies as calculated by Datastream
(excluding Saturdays and Sundays) in the 6 months preceding
the beginning of the Performance Period with their average net
return index (calculated in the same manner) in the 6 months
preceding the end of the relevant Performance Period, provided
that where Datastream is unable to provide the necessary
information, the Remuneration Committee may rely upon such
other sources of information as it considers appropriate.
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(b) All of the First Comparator Companies (excluding the Company)
shall be ranked by the resulting Total Shareholder Return
figures, with the company with the highest figure having the
highest ranking, and median and upper quartile performance
shall be determined on such basis as the Remuneration
Committee, acting reasonably, may specify from time to time.
(c) The percentage of the Option Shares in respect of which an
option may be exercised depends upon the Company's Total
Shareholder Return relative to the median and upper quartile
performance specified in paragraph (b) above, as follows:
- ---------------------------------------------------------------------------
The Company's Performance % Exercisable
- ---------------------------------------------------------------------------
1. Upper Quartile or above 50%
- ---------------------------------------------------------------------------
2. Less than Upper Quartile but Pro-rata between 50% and 17.5%
better than Median
- ---------------------------------------------------------------------------
3. Better than Median 17.5%
- ---------------------------------------------------------------------------
4. Median or below 0%
- ---------------------------------------------------------------------------
(d) For the avoidance of doubt, it is hereby confirmed that to the
extent that the Company's performance is below upper quartile
at the end of the third Financial Year of the Performance
Period, the Performance Conditions shall be retested as at the
end of the four and fifth Financial Years of the Performance
Period, with the intent that if the Company's Total
Shareholder Return ranking relative to the First Comparator
Group improves, a greater proportion of the Option Shares may
be transferred (but not exceeding 50%).
4. The performance condition in this paragraph 4 will operate on exactly
the same basis as the condition in paragraph 3 above, except that the
comparator companies are the Second Comparator Companies.
5. (a) The Performance Condition in this paragraph 5 is that the
earnings per share of the Company for the final Financial Year
of the relevant Performance Period must have exceeded its
earnings per share for the Financial Year last preceding the
beginning of that Performance Period by an amount which, when
expressed as a fraction of the last mentioned earnings per
share is not less than ((R2-R1)/R1) where R1 is the Retail
Prices Index for the last month in the earlier year and R2 is
the Retail Prices Index for the last month in the later year.
(b) For this purposes of this condition, the earnings per share of
the Company shall exclude exceptional items and shall be
calculated on such basis as the Remuneration Committee, acting
reasonably, may specify from time to time.
6. The Remuneration Committee may make such adjustments to any or all
of the performance conditions in this Schedule as it considers
appropriate to take account of:
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(a) any increase or variation of the share capital of the Company;
(b) any change to the accounting standards adopted by the Company;
(c) there being no earnings per share of the Company for any
relevant financial year;
(d) a change in the calculation of Total Shareholder Return;
(e) the occurrence of an event specified in Rules 5 and 6 of the
Plan; or
(f) any other factors which are in the opinion of the
Remuneration Committee relevant.
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