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TP ICAP : Rules of the TP ICAP Group plc Executive Share Plan

TP ICAP : Rules of the TP ICAP Group plc Executive Share

articleTp Icap Group PlcApril 30, 20254/company/tp-icap-group-plc/news/tp-icap-rules-of-the-tp-icap-group-plc-executive-share-plan
TP ICAP : Rules of the TP ICAP Group plc Executive Share Plan

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[{"type":"text","content":"\n \n \n RULES\n \n \n \n OF THE\n \n \n \n TP ICAP GROUP PLC EXECUTIVE SHARE PLAN\n \n \n \n Board adoption: 9 April 2025\n \n \n \n Shareholders' approval: [14 May] 2025\n \n \n Expiry date: Later of [14 May] 2035 and the Company's AGM in 2035\n \n \n Table of Contents\n \n \n Meaning of words used 1\n \n \n Granting Awards 3\n \n \n Participant limits 5\n \n \n Share dilution limit 6\n \n \n Vesting and exercise of Awards 6\n \n \n Lapsing 7\n \n \n Settlement of Awards 8\n \n \n Investigations 9\n \n \n Dealing Restrictions 9\n \n \n Holding Periods and Retention Periods 10\n \n \n Leaving 11\n \n \n Post-termination restriction for Executive Directors 12\n \n \n Mobile Participants 13\n \n \n Takeovers and other corporate events 13\n \n \n Exchange of Awards 15\n \n \n Variations in share capital 16\n \n \n Tax 16\n \n \n Terms of employment 16\n \n \n General 17\n \n \n Administration 19\n \n \n Changing the Plan and termination 20\n \n \n Governing law and jurisdiction 21\n \n \n Schedule 1: US Taxpayers 22\n \n \n Schedule 2: California Participants 28\n \n \n \n TP ICAP Group plc Executive Share Plan\n \n \n (i)\n \n \n TP ICAP Group plc Executive Share Plan\n \n \n ‌Meaning of words used\n \n \n General\n \n \n In these rules:\n \n \n \"Award\" means a Conditional Award, an Option, or a Phantom Award;\n \n \n \"Award Date\" means the date specified under rule 2.4 (Terms of Awards), which will normally be the date the Award is granted, unless the Board decides otherwise including in circumstances where the grant of the Award has been delayed;\n \n \n \"Board\" means the board of directors of the Company or a committee duly authorised by it. For the purposes of rules 14 (Takeovers and other corporate events) and 15 (Exchange of Awards), it means those persons who were members of the Board immediately before the relevant event;\n \n \n \"Business Day\" means a day on which the London Stock Exchange (or, if the Board decides, any other stock exchange on which the Shares are traded) is open for the transaction of business;\n \n \n \"Company\" means TP ICAP Group plc, registered in Jersey with registered number 130617;\n \n \n \"Conditional Award\" means a conditional right to acquire Shares granted under the Plan;\n \n \n \"Control\" means the power of a person to secure by means of the holding of shares or the possession o...

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