EXHIBIT 4.4
CLIFFORD LIMITED LIABILITY PARTNERSHIP
CHANCE
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THE UNITED BUSINESS MEDIA 2000 SENIOR
EXECUTIVE EQUITY PARTICIPATION PLAN
DATE ADOPTED: 18 APRIL 2000
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CONTENTS
Clause Page
1. Definitions And Interpretation........................................1
2. Grant Of Awards.......................................................2
3. Pre-Tax Awards........................................................3
4. Post-Tax Awards.......................................................3
5. Issue Of Shares To Trustees...........................................4
6. Exercise Of Awards....................................................5
7. Takeover, Reconstruction And Winding-Up...............................6
8. Variation Of Capital..................................................7
9. Alterations...........................................................7
10. Miscellaneous.........................................................8
Schedule....................................................................8
THE UNITED BUSINESS MEDIA 2000
SENIOR EXECUTIVE EQUITY PARTICIPATION PLAN
1. DEFINITIONS AND INTERPRETATION
1.1 In this Plan, unless the context otherwise requires:-
"Award" means a Post-Tax Award or a Pre-Tax Award granted in accordance
with the Rules of the Plan;
"the Board" means the board of directors of the Company or a committee
appointed by such board of directors;
"Bonus Option" means a right to acquire shares in the Company designated
as a Bonus Option in accordance with sub-rule 3.1 below;
"the Company" means United Business Media plc (registered in England and
Wales No. 152298);
"Deposited Shares" means the shares in the Company designated as such by
a Participant under sub-rule 4.3 below;
"the Grant Date" in relation to an Award means the date on which the
Remuneration Committee makes an Award;
"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
paragraph 1.1.1 above
"Matching Option" means a right to acquire shares in the Company granted
in accordance with sub-rule 3.1 or sub-rule 4.1 below;
"Participant" means a person who holds an Award granted under this Plan;
"Participating Company" means the Company or any Subsidiary;
A "Post-Tax Award" shall consist of a Matching Option granted in
accordance with the Rules of the Plan and the term "awarded" shall be
construed accordingly;
A "Pre-Tax Award" consists of a Bonus Option and (at the discretion of
the Remuneration Committee) a Matching Option granted in accordance with
the Rules of the Plan and the term "awarded" shall be construed
accordingly;
"the Remuneration Committee" means the committee established by the
Company as the remuneration committee of the board of directors of the
Company;
"the Restricted Period" in relation to an Award means the period of four
years commencing on the Grant Date;
"Subsidiary" means a body corporate which is a subsidiary of the Company
(within the meaning of section 736 of the Companies Act 1985);
"the Trustees" means the trustees or trustee for the time being of the
United Business Media ESOP Trust.
1.2 Any reference in the Plan to any enactment includes a reference to that
enactment as from time to time modified extended or re-enacted.
2. GRANT OF AWARDS
2.1 Subject to sub-rules 2.2 and 2.5 below, the Remuneration Committee may
grant an Award to any employee of a Participating Company (including an
employee who is also a director) who is required to devote the whole, or
substantially the whole, of his working time to the business of any
Group Member, upon the terms set out in this Plan and upon such other
terms as the Remuneration Committee may specify.
2.2 An Award may only be made under this Plan:
2.2.1 within the period of 6 weeks beginning with the date on which the
Plan is adopted by the Company or within the period of six weeks
beginning with the dealing day next following the date on which
the Company announces its results for any period, or at any other
time when the circumstances are considered by the Remuneration
Committee to be sufficiently exceptional to justify the grant
thereof; and
2.2.2 within the period of 10 years beginning with the date on which
this Plan is approved and adopted by the Company in general
meeting.
2.3 There shall be no monetary consideration for the grant of any Award
under the Plan, and accordingly any such Award shall be granted by deed.
2.4 The price payable by the Participant on the acquisition of shares
pursuant to the exercise of an Award shall be in aggregate (pound)1.
2.5 No Award shall be granted under the Plan to a person 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.
2.6 The grant of any Award under the Plan shall be subject to obtaining any
approval or consent required under the provisions of the document "The
Listing Rules" published by The London Stock Exchange (or other
authorised UK regulatory authority), of The City Code on Take-overs and
Mergers, or of any regulation or enactment.
2.7 An Award granted under the Plan to any person shall not be capable of
being transferred by him (other than to his personal representatives in
the event of his death) and shall lapse forthwith if it is so
transferred or if he is adjudged bankrupt.
2.8 A Participant shall not be entitled to any dividend or other
distribution in respect of any shares which are the subject of a
Matching Option but may be entitled to any dividend or other
distribution in respect of any shares which are the subject of a Bonus
Option if the Remuneration Committee so decide.
3. PRE-TAX AWARDS
3.1 A Pre-Tax Award shall consist of a Bonus Option and (at the discretion
of the Remuneration Committee) a Matching Option. The Bonus Option shall
be granted over such number of shares in the Company as the Remuneration
Committee may determine, and the Matching Option shall be granted over
such number of shares in the Company as equals the number over which the
Bonus Option is granted.
4. POST-TAX AWARDS
4.1 A Post-Tax Award consists of a Matching Option over such number of
shares as has on the Grant Date a market value equal to the amount which
represents the gross sum that the Participant would need to be
remunerated by the Company before deduction of tax and social security
liabilities to enable the Participant to purchase after deduction of tax
and social security liabilities the number of Deposited Shares referred
to in sub-rule 4.2 below.
4.2 A Participant may with the consent of the Remuneration Committee deposit
with the Trustees (or the trustees of any other trust approved by the
Remuneration Committee for these purposes) shares acquired by him on the
Award Date, using such remuneration (other than salary) as the
Remuneration Committee may permit (or such part as the Participant may
determine) paid to him by a Participating Company (after deduction of
tax).
4.3 The shares acquired pursuant to sub-rule 4.2 above shall be designated
as Deposited Shares by being registered in the name of the Trustees (or
such other person as the Remuneration Committee may decide or permit)
and held by them as nominee for that Participant.
4.4 Since the Trustees hold the Deposited Shares as nominee for a
Participant, dividends paid on the Deposited Shares shall be
beneficially owned by the Participant and the Trustees shall arrange for
dividends on the Deposited Shares to be paid directly to the Participant
or to his order.
4.5 The Trustees shall not exercise the voting rights attaching to the
Deposited Shares except in accordance with instructions from the
Participant.
4.6 The Participant may at any time withdraw the Deposited Shares and the
Trustees shall upon notice from the Participant transfer the Deposited
Shares to the Participant (or such person as he may nominate).
5. ISSUE OF SHARES TO TRUSTEES
5.1 Subject to sub-rules 5.3 and 5.4 below, the Company may:-
5.1.1 grant to the Trustees an option to subscribe for shares in the
Company, or
5.1.2 issue shares in the Company to the Trustees.
5.2 The price at which shares may be subscribed for by the Trustees shall be
determined by the Remuneration Committee before the grant of the option
to subscribe therefor or, in the case of shares issued otherwise than in
pursuance of an option, before the issue thereof, but, if shares of the
same class as those shares are quoted in the London Stock Exchange Daily
Official List, shall not be less than the middle-market quotation of
shares of that class (as derived from that List) on the dealing day last
preceding the date of grant of the option or, as the case may be, the
date of issue of the shares.
5.3 Subject to any adjustment made by the Board with the prior approval by
ordinary resolution of the members of the Company in general meeting or
by the Remuneration Committee under Rule 8.1 below, no options shall be
granted, or shares issued otherwise than pursuant to the exercise of an
option, in any year which would, at the time of the grant or issue,
cause the number of shares in the Company which shall have been or may
be issued in pursuance of options granted in the period of 10 calendar
years ending with that year, or shall have been issued in that period
otherwise than in pursuance of options, under this Plan or under any
other executive share scheme (exlcuding premium price options granted
under the United 2000 Executive Share Option Scheme) adopted by the
Company to exceed 25,264,262 shares which represents approximately 5 per
cent of the ordinary share capital of the Company in issue on 18 October
2000.
5.4 Subject to any adjustment made by the Board with the prior approval by
ordinary resolution of the members of the Company in general meeting or
by the Remuneration Committee under Rule 8.1 below, no options shall be
granted, or shares issued otherwise than pursuant to the exercise of an
option, in any year which would, at the time of the grant or issue,
cause the number of shares in the Company which shall have been or may
be issued in pursuance of options granted in the period of 10 calendar
years ending with that year, or shall have been issued in that period
otherwise than in pursuance of options, under this Plan or under any
other employees' share scheme adopted by the Company to exceed
50,528,525 shares which represents approximately 10 per cent of the
ordinary share capital of the Company in issue on 18 October 2000.
5.5 The limits in sub-rules 5.3 and 5.4 apply only to shares which have been
issued or are capable of issue under options granted to Participants who
are employees of a Group Member or cease to be employees other than as a
result of disposals agreed by the Board by 31 December 2000. Any shares
which have been issued or are capable of issue to Participants who have
ceased to be employed by any Group Member as a result of disposals
agreed by the Board by 31 December 2000 will not be subject to the
limits in sub-rules 5.3 and 5.4.
5.6 For the avoidance of doubt, if the Trustees purchase shares in the
Company, such purchased shares shall not count for the limits in Rules
5.3 and 5.4 above.
5.7 Any options granted or shares issued to the Trustees shall be included
in the limit of the number of shares issued or remaining issuable under
this Rule 5, but the number of such shares may exceed the number of
shares subject to options granted to Participants to the extent the
Directors consider appropriate to permit Participating Companies to
hedge their employer's social security contribution liability in respect
of the options.
6. EXERCISE OF AWARDS
6.1 The exercise of any Award granted under the Plan shall be effected in
such form and manner as the Remuneration Committee may from time to time
prescribe.
6.2 A Bonus Option may be exercised at any time and, subject to sub-rule 6.4
below and to Rule 7 below, a Matching Option granted under the Plan may
only be exercised:-
6.2.1 after the end of the Restricted Period; and
6.2.2 to the extent the relevant condition is satisfied; and in this
sub-rule and sub-rule 7.4 below, the relevant condition is a
condition related to performance which is specified under
sub-rule 2.1 above or, if there is no such condition, the
condition in the Schedule hereto; and
6.2.3 if the Participant has not ceased to be a director or employee of
a Group Member at any time during the period commencing on the
Award Date and ending on the date on which he exercises (or
purports to exercise) his Award.
6.3 To the extent that a Participant withdraws his Deposited Shares or
exercises his Bonus Option before the end of the Restricted Period, the
number of shares in respect of which the Matching Option may be
exercised shall be reduced:
6.3.1 by such proportion as the proportion of Deposited Shares
withdrawn bears to the total number of Deposited Shares (or in
the event of a variation of the share capital of the Company
after the withdrawal of any Deposited Share, by such number as
the Remuneration Committee considers appropriate to reflect the
variation); and
6.3.2 by one share for every one share over which the Bonus Option is
exercised (or in the event of a variation of the share capital of
the Company after the exercise of the Bonus Option, by such
number as the Remuneration Committee considers appropriate to
reflect the variation).
6.4 If a Participant ceases to be a director or employee of a Group Member:-
6.4.1 the Bonus Option may (and must, if at all) be exercised within
the period of three months (or such longer period as the
Remuneration Committee may allow) commencing on the date of
cessation of employment;
6.4.2 the Matching Option may not be exercised unless the Remuneration
Committee decides otherwise, in which case it may (and must, if
at all) be exercised to such extent and for such period permitted
by the Remuneration Committee.
6.5 A Participant shall not be treated for the purposes of sub-rule 6.4
above 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,
and a female Participant who ceases to be such a director or employee by
reason of pregnancy or confinement and who exercises her right to return
to work under the Employment Rights Act 1996 before exercising an Award
under the Plan shall be treated for those purposes as not having ceased
to be such a director or employee.
6.6 Notwithstanding any other provision of the Plan, an Award granted under
the Plan may not be exercised more than ten years after the Award Date.
6.7 Subject to sub-rule 6.8 below, within 30 days after an Award under the
Plan has been exercised by any person, the Remuneration Committee shall
procure the transfer to him (or his nominee) of the number of shares in
respect of which the Award has been exercised unless:
6.7.1 the Remuneration Committee considers that the transfer thereof
would not be lawful in all relevant jurisdictions; or
6.7.2 in a case where a Group Member is obliged to account for any tax
(in any jurisdiction) for which the person in question is liable
by virtue of the exercise of the Award and/or 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 of an amount equal to
the Tax Liability; or
(b) entered into arrangements acceptable to that or another
Group Member 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
of the relevant amount out of the proceeds of sale or
otherwise).
6.8 The transfer of any shares under the Plan shall be subject to obtaining
any such approval or consent as is mentioned in Rule 2.6 above.
7. TAKEOVER, RECONSTRUCTION AND WINDING-UP
7.1 If any person obtains control of the Company (within the meaning of
section 840 of the Income and Corporation 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 thereof notify every Participant thereof and, subject
to sub-rules 6.2.2, 6.4 and 6.6 of Rule 6 above and to sub-rule 7.3
below, an Award granted under the Plan may be exercised within one month
(or such longer period as the Remuneration Committee may permit) of such
notification.
7.2 For the purposes of sub-rule 7.1 above, 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.
7.3 If any person becomes bound or entitled to acquire shares in the Company
under sections 428 to 430F of the Companies Act 1985, or if under
section 425 of that Act the Court sanctions a compromise or arrangement
proposed for the purposes of or in connection with a scheme for the
reconstruction of the Company or its amalgamation with any other company
or companies, 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 thereof and
any Award granted under the Plan may, subject to sub-rules 6.2.2, 6.4
and 6.6 of Rule 6 above, 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 the Plan) lapse on
the expiration thereof.
7.4 In relation to an Award which would but for sub-rule 6.2.2 be
exercisable by virtue of an event mentioned in sub-rule 7.1 or 7.3
above, the Remuneration Committee may at its discretion treat the
relevant condition as satisfied if, at the time of the event, the
Remuneration Committee believes that the circumstances are such that the
Award should be exercised.
8. VARIATION OF CAPITAL
8.1 In the event of any increase or variation of the share capital of the
Company (whenever effected), the Remuneration Committee may adjust the
number of shares in respect of which an Award may be exercised or the
numbers of shares mentioned in sub-rules 5.3 and 5.4 as it considers
appropriate.
8.2 As soon as reasonably practicable after making any adjustment under
sub-rule 8.1 above, the Remuneration Committee shall give notice in
writing thereof to any Participant affected thereby.
9. ALTERATIONS
9.1 Subject to sub-rules 9.2 and 9.4 below, the Board may at any time alter
any of the provisions of this Plan, or the terms of any Award made under
it, in any respect.
9.2 Subject to sub-rule 9.3 below, no alteration to the advantage of
Participants shall be made under sub-rule 9.1 above to any of sub-rules
2.1, 2.5, 3.1, 4.1, 4.2, 5.3, 5.4, 6.2, 6.3, 6.4, 7.1 to 7.4, 8.1 and
8.2 without the prior approval by ordinary resolution of the members of
the Company in general meeting.
9.3 Sub-rule 9.2 above shall not apply to:
9.3.1 any minor alteration to benefit the administration of this Plan,
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
9.3.2 any alteration solely relating to a special term.
9.4 No alteration to the disadvantage of any Participant shall be made under
sub-rule 9.1 above unless:-
9.4.1 the Board shall have invited every such Participant to give an
indication as to whether or not he approves the alteration; and
9.4.2 the alteration is approved by a majority of those Participants
who have given such an indication.
9.5 Any reference in this Rule to a special term is a reference to a term
specified by the Remuneration Committee as mentioned in sub-rule 2.1
above or a term in the Schedule to this Scheme.
9.6 As soon as reasonably practicable after making any alteration under
sub-rule 9.1 above, the Board shall give notice in writing thereof to
any Participant affected thereby.
10. MISCELLANEOUS
10.1 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 Plan or any right which he may have to participate
therein, and an individual who participates therein 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 any
Award under this Plan as a result of such termination.
10.2 In the event of any dispute or disagreement as to the interpretation of
this Plan, or as to any question or right arising from or related to
this Plan, the decision of the Board shall be final and binding upon all
persons.
10.3 Any notice or other communication under or in connection with this Plan
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.
10.4 A Participating Company may provide money to the Trustees or any other
person to enable them to acquire shares to be held for the purposes of
the Scheme or enter into any guarantee or indemnity for these purposes,
to the extent permitted by section 153 of the Companies Act 1985.
THE SCHEDULE
1. The condition in this Schedule is that:
1.1 1/3 of a Matching Option will always be exercisable, regardless of the
growth (if any) in the earnings per share of the Company;
1.2 a further 1/3 of a Matching Option will be exercisable if, looking at
the financial year immediately preceding the Grant Date and the fourth
financial year following that earlier financial year, the earnings per
share of the Company for the later financial year is equal to or exceeds
its earnings per share for the earlier one by the following percentage:
100% x ((R2-R1)/R1) + 12%,
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;
1.3 subject to paragraph 1.4 below, a further 1/3 of a Matching Option will
be exercisable if, looking at the financial year immediately preceding
the Grant Date and the fourth financial year following that earlier
financial year, the earnings per share of the Company for the later
financial year is equal to or exceeds its earnings per share for the
earlier one by the following percentage:
100% x ((R2-R1)/R1) + 20%,
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; and
1.4 for growth in the earnings per share of the Company in excess of the
retail prices index of more than 12% but less than 20% during the period
mentioned in paragraphs 1.2 and 1.3 of this Schedule, 1/3 of the
Matching Option will be exercisable on a straightline basis.
2. For the purposes of this Schedule:-
2.1 the earnings per share of the Company shall be the basic earnings per
share as defined by FRS14, adjusted to exclude any exceptional items
shown separately on the face of the profit and loss account, or on such
other basis as shall have been determined by the Remuneration Committee
before the grant of the option;
2.2 "financial year" has the same meaning as in section 742 of the Companies
Act 1985;
2.3 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.
3. The Remuneration Committee may make such adjustments to the method of
calculating the Company's earnings per share or any other feature of the
terms of this Schedule as it considers appropriate to take account of:-
3.1 any increase or variation of the share capital of the Company;
3.2 any change to FRS14;
3.3 there being no earnings per share of the Company for any relevant
financial year; or
3.4 any other factors considered by the Remuneration Committee to be
relevant.
CLIFFORD CHANCE LLP
200 Aldersgate Street
London EC1A 4JJ
THE UNITED BUSINESS MEDIA 2000
SENIOR EXECUTIVE EQUITY PARTICIPATION PLAN
US SCHEDULE
1. SCHEDULE
1.1 This Schedule applies in respect of Participants who are resident for
tax purposes in the United States of America ("US Participants"). It
amends, modifies and supplements the Plan. Unless otherwise specified in
this Schedule, the rules and definitions of the Plan shall apply to any
Awards granted to US Participants.
2. GRANT OF AWARDS
2.1 Rule 2.4 of the Plan shall be amended in so far as the price payable by
the Participant on the acquisition of shares pursuant to the exercise of
a Pre-Tax Award shall be determined by the Remuneration Committee before
the grant of the Pre-Tax Award, but shall not be less than, if shares of
the same class as those shares are listed in the London Stock Exchange
Daily Official List, an amount equal to 50% of the middle-market
quotation of shares of that class (as derived from that List) on the
dealing day immediately preceding the Grant Date.
3. PRE-TAX AWARDS
3.1 Rule 3.1 of the Plan shall be amended in that the Matching Option shall
be granted over such number of shares in the Company as equals 50% of
the number of shares over which the Bonus Option is granted.
4. VARIATION OF CAPITAL
4.1 Rule 8.1 of the Plan shall not apply. In the event of any increase or
variation of the share capital of the Company (whenever effected), the
Remuneration Committee may adjust the number of shares in respect of
which an Award may be exercised and the exercise price of that Award as
it considers appropriate.