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Dialight : Performance Share Plan 2014 - proposed changes for approval at 2024 AGM
Dialight : Performance Share Plan 2014 - proposed changes for approval at 2024
About this update from Dialight Plc
CLIFFORD CHANCE LLP DIALIGHT PLC THE DIALIGHT PLC 2014 PERFORMANCE SHARE PLAN Approved by shareholders of the Company on 16 April 2014 Adopted by the remuneration committee of the board of the Company on 26 February 2014 Amended version for approval by shareholders of the Company at the Annual General Meeting on 23 September 2024 CONTENTS Rule Page 1. DEFINITIONS AND INTERPRETATION 3 2. ELIGIBILITY 4 3. GRANT OF AWARDS 5 4. LIMITS 6 5. VESTING OF AWARDS 8 6. CONSEQUENCES OF VESTING 11 7. EXERCISE OF OPTIONS 12 8. CASH ALTERNATIVE 13 9. LAPSE OF AWARDS 14 10. LEAVERS 14 11. TAKEOVERS AND OTHER CORPORATE EVENTS 15 12. ADJUSTMENT OF AWARDS 18 13. ALTERATIONS 18 14. MISCELLANEOUS 20 1. DEFINITIONS AND INTERPRETATION 1.1 In the Plan, unless the context otherwise requires: "Award" means a Conditional Award or an Option; "Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person; "Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 11 ( Takeovers and other corporate events ), the remuneration committee of the Board as constituted immediately before such event occurs; "Company" means Dialight plc (registered in England and Wales with registered number 2486024); "Conditional Award" means a conditional right to acquire Shares granted under the Plan; "Control" means control within the meaning of section 719 of the Income Tax (Earnings and Pensions) Act 2003; "Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rules 3.4 and 6.3; "Early Vesting Date" means either: the date of cessation of employment of a Participant in the circumstances referred to in Rule 10.1 ( Good leavers ); or a date of notification referred to in Rule 11.1 ( General offers ), the date of the relevant event referred to in Rule 11.2 ( Schemes of arrangement and winding up ) or the date of Vesting referred to in Rule 11.3 ( Demergers and similar events ); "Exercise Period" means the period referred to in Rule 6.2 during which an Option may be exercised; "Grant Date" means the date on which an Award is granted; "Group Member" means: a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company; and a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of that Act) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; "Holding Period" means a period specified by the Committee as referred to in Rule 5.8; "Listing Rules" means the Listing Rules published by the United Kingdom Listing Authority; 1 "London Stock Exchange" means London Stock Exchange plc or any successor to that company; "Normal Vesting Date" means the date on which an Award vests under Rule 5.1 ( Timing of Vesting: Normal Vesting Date ); "Option" means a right to acquire Shares granted under the Plan which is designated as an option by the Committee under Rule 3.2 ( Type of Award ); "Option Price" means the amount, if any, payable on the exercise of an Option; "Participant" means a person who holds an Award including his personal representatives; "Participating Company" means the Company or any Subsidiary of the Company; "Performance Condition" means a condition related to performance which is specified by the Committee under Rule 3.1 ( Terms of grant ); "Plan" means the Dialight plc 2014 Performance Share Plan as amended from time to time; "Rule" means a rule of the Plan; "Shares" means fully paid ordinary shares in the capital of the Company; "Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006); "Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority; "Vest" means: in relation to a Conditional Award, a Participant becoming entitled to have Shares transferred to him (or his nominee) subject to the Rules; in relation to an Option, it becoming exercisable; and Vesting shall be construed accordingly; "Vested Shares" means those Shares in respect of which an Award Vests. Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted. Expressions in italics and headings are for guidance only and do not form part of the Plan. 2. ELIGIBILITY An individual is eligible to be granted an Award only if he is an employee (including an executive director) of a Participating Company. 2 3. GRANT OF AWARDS Terms of grant Subject to Rule 3.6 ( Timing of grant ), Rule 3.8 ( Approvals and consents ) and Rule 4 ( Limits ), the Committee may resolve to grant an Award to any person who is eligible to be granted an Award under Rule 2 ( Eligibility ) on: the terms set out in the Plan; and such additional terms (whether a Performance Condition and/or any other terms) as the Committee may specify. Type of Award On or before the Grant Date, the Committee shall determine whether an Award shall be a Conditional Award or an Option. If the Committee does not specify the type of an Award on or before the Grant Date then an Award shall be a Conditional Award. Method of grant An Award shall be granted as follows: a Conditional Award or an Option shall be granted by deed executed by the Company; if an Award is an Option, the Committee shall determine the Option Price (if any) on or before the Grant Date provided that the Committee may reduce or waive such Option Price on or prior to the exercise of the Option. Treatment of Dividends The Committee may decide at any time that a Participant (or his nominee) shall be entitled to receive a benefit determined by reference to the value of all or any of the dividends (excluding the dividend tax credit unless the Committee decides otherwise) that would have been paid on the Vested Shares in respect of dividend record dates occurring during the period between the Grant Date and the date of Vesting and may further decide that such benefit shall be provided in cash and/or shares. The Committee may decide to exclude the value of all or part of any special dividend from the amount of the Dividend Equivalent. Method of satisfying Awards Unless specified to the contrary by the Committee on the Grant Date, an Award may be satisfied: by the issue of new Shares; and/or by the transfer of treasury Shares; and/or by the transfer of Shares (other than the transfer of treasury Shares). The Committee may decide to change the way in which it is intended that an Award granted as a Conditional Award or an Option may be satisfied after it has been granted, having regard to the provisions of Rule 4 ( Limits ). 3 3.6 Timing of grant Subject to Rule 3.8 ( Approvals and consents ), an Award may only be granted: in 6 weeks beginning with: the date on which the Plan is approved by the shareholders of the Company; or the dealing day after the date on which the Company announces its results for any period; or at any other time when the Committee considers that circumstances are sufficiently exceptional to justify its grant but an Award may not be granted after 15 April 2024 (that is, the expiry of the period of 10 years beginning with the date on which the Plan is approved by the shareholders of the Company). Non-transferability and bankruptcy An Award granted to any person: shall not be transferred, assigned, charged or otherwise disposed of except on his death to his personal representatives and shall lapse immediately on any attempt to do so; and shall lapse immediately if he is declared bankrupt. Approvals and consents The grant of any Award shall be subject to obtaining any approval or consent required under the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, or any other UK or overseas regulation or enactment. 4. LIMITS 5 per cent. in 10 years limit An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.3) in the period of 10 calendar years ending with that calendar year under the Plan and under any other executive share plan adopted by the Company (other than the Dialight plc 2024 Value Creation Plan) to exceed such number as represents 5 per cent. of the ordinary share capital of the Company in issue at that time. 10 per cent. in 10 years limit An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.3) in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan adopted by the Company (other than the Dialight plc 2024 Value Creation Plan) to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time. 4 4.3 Meaning of "allocated" For the purposes of Rules 4.1 and 4.2: Shares are allocated: when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted; where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred; and any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right granted under any employee share plan shall count as allocated unless they are already treated as allocated under this Rule. For the avoidance of doubt, existing Shares other than treasury Shares that are transferred or over which options, awards or other contractual rights are granted and shares issued to satisfy awards granted under the Dialight plc 2024 Value Creation Plan shall not count as allocated. 4.4 Post-grant events affecting numbers of "allocated" Shares For the purposes of Rule 4.3: where: any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or after the grant of an option, award or other contractual right the Committee determines that: it shall be satisfied by a cash payment; or it shall be satisfied by the transfer of existing Shares (other than Shares transferred out of treasury) the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as allocated; and the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time. 4.5 Changes to investor guidelines Treasury Shares shall cease to count as allocated Shares for the purposes of Rule 4.3 if institutional investor guidelines cease to require such Shares to be so counted. 5 Individual limit The maximum total market value of Shares (calculated as set out in this Rule) over which Awards may be granted to any employee during any financial year of the Company is 150% of his salary (as defined in this Rule). For the purpose of this Rule 4.6: an employee's salary shall be taken to be his base salary (excluding benefits in kind), expressed as an annual rate payable by the Participating Companies to him on the Grant Date (or such earlier date as the Committee shall determine). Where a payment of salary is made in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Committee may reasonably select; and the market value of the Shares over which an Award is to be granted shall be taken to be an amount equal to the middle-market quotation of such Shares (as derived from the London Stock Exchange Daily Official List) on the dealing day before the Grant Date or, if the Committee so determines, the average of the middle market quotations during a period determined by the Committee not exceeding the period of 5 dealing days ending with the dealing day before the Grant Date provided such dealing day(s) do not fall within any period when dealings in Shares are prohibited under the Company's share dealing code. Effect of limits Any Award shall be limited and take effect so that the limits in this Rule 4 are complied with. Restriction on use of unissued Shares and treasury Shares No Shares may be issued or treasury Shares transferred to satisfy the Vesting of any Conditional Award or the exercise of any Option to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 4.3 and adjusted under Rule 4.4) to exceed the limits in Rules 4.1 ( 5 per cent. in 10 years limit ) and 4.2 ( 10 per cent. in 10 years limit ) except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation. 5. VESTING OF AWARDS 5.1 Timing of Vesting: Normal Vesting Date Subject to Rule 5.3 ( Restrictions on Vesting: regulatory and tax issues ) and Rules 5.6 and 5.7 ( Restrictions on Vesting: malus and clawback ), an Award shall Vest on the later of: the date on which the Committee determines whether or not any Performance Condition and any other condition imposed on the Vesting of the Award has been satisfied (in whole or part); and the third anniversary of the Grant Date or such other date as the Committee may determine on or before the Grant Date 6 except where earlier Vesting occurs on an Early Vesting Date under Rule 10 ( Leavers ) or Rule 11 ( Takeovers and other corporate events ). 5.2 Extent of Vesting An Award shall only Vest to the extent: that any Performance Condition is satisfied on the Normal Vesting Date or, if appropriate, the Early Vesting Date; as permitted by any other term imposed on the Vesting of the Award; and in relation to Vesting before the Normal Vesting Date, as permitted by Rules 10.3 and 11.5 ( Reduction in number of Vested Shares ). Where, under Rule 10 ( Leavers ) or Rule 11 ( Takeovers and other corporate events ), an Award would (subject to the satisfaction of any Performance Condition) Vest before the end of the full period over which performance would be measured under the Performance Condition then, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has been satisfied in such circumstances shall be determined by the Committee on such reasonable basis as it decides. 5.3 Restrictions on Vesting: regulatory and tax issues An Award shall not Vest unless and until the following conditions are satisfied: the Vesting of the Award, and the issue or transfer of Shares after such Vesting would be lawful in all relevant jurisdictions and in compliance with the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation or enactment; if, on the Vesting of the Award, a Tax Liability would arise by virtue of such Vesting and the Board decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 5.5 ( Payment of Tax Liability ) then the Participant must have entered into arrangements acceptable to the Board that the relevant Group Member will receive the amount of such Tax Liability; the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Group Member's liability to social security contributions in respect of the Vesting of the Award; and where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA ( Employment income: elections to disapply tax charge on restricted securities ) or any similar arrangement in any overseas jurisdiction. For the purposes of this Rule 5.3, references to Group Member include any former Group Member. 7 Tax liability before Vesting If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the Participant shall be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares subject to his Award on his behalf to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability and the number of Shares subject to his Award shall be reduced accordingly. For the purposes of this Rule 5.4, references to Group Member include any former Group Member. Payment of Tax Liability The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting of his Award on his behalf to ensure that any relevant Group Member or former Group Member receives the amount required to discharge the Tax Liability which arises on Vesting except to the extent that the Board decides that all or part of the Tax Liability shall be funded in a different manner. Restrictions on Vesting: malus and clawback Notwithstanding any other provision of the Plan, the Committee may decide at any time before or within 3 years of the Vesting of the Award that the Participant shall be subject to malus and/or clawback as described in Rule 5.7. For the avoidance of doubt, the Committee may exercise its discretion under this Rule 5.6 including (but without limitation) following: any discovery that the facts on the basis of which an Award was granted were inaccurate or incomplete; the actual financial performance of the Company in the period since the Grant Date; the personal conduct and performance of the Participant since the Grant Date; and such other factors as the Committee may reasonably consider to be relevant. Operation of malus and clawback In order to ensure that any malus and/or clawback is satisfied, the Committee may: reduce (including to zero if appropriate) the amount of the next bonus (if any) which would, but for the operation of this Rule 5.7, be payable to the Participant under any bonus plan operated by any Group Member; and/or reduce (including to zero if appropriate): the extent to which any other subsisting Awards under the Plan held by the Participant Vest; and/or the extent to which any rights to acquire Shares granted to the Participant under any employees' share plan (other than any plan approved by HM 8 Attention : This is an excerpt of the original content. To continue reading it, access the original document here .