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Dialight : Restricted Share Plan 2023 - proposed changes for approval at 2024 AGM
Dialight : Restricted Share Plan 2023 - proposed changes for approval at 2024
About this update from Dialight Plc
DIALIGHT PLC RULES OF THE DIALIGHT PLC 2023 RESTRICTED SHARE PLAN Approved by shareholders of the Company in general meeting on 16 May 2023 Adopted by the remuneration committee of the board of the Company on 22 March 2023 Amended by the remuneration committee of board of the Company on 26 July 2023 Amended version for approval by shareholders of the Company at the Annual General Meeting on 23 September 2024 1 (aa) CONTENTS CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 3 2. GRANT OF AWARDS 5 3. PERFORMANCE CONDITIONS 7 4. LIMITS 8 5. VESTING OF AWARDS 10 6. CONSEQUENCES OF VESTING 12 7. EXERCISE OF OPTIONS 12 8. CASH ALTERNATIVE 13 9. LAPSE OF AWARDS 15 10. LEAVERS 15 11. TAKEOVERS AND OTHER CORPORATE EVENTS 16 12. ADJUSTMENT OF AWARDS 18 13. ALTERATIONS 19 14. MISCELLANEOUS 20 Schedule 1 23 Schedule 2 24 Schedule 3 27 Schedule 4 29 2 1. DEFINITIONS AND INTERPRETATION 1.1 In the Plan, unless the context otherwise requires: "Admitted" means admitted to the premium segment of the official list maintained by the FCA and admitted to trading on the London Stock Exchange's market for listed securities; "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 other duly authorised committee which fulfils the same function; "Company" means Dialight plc (registered in England and Wales with registered number 2486024); "Company's Code" means such code or codes for regulating dealings in Shares (or other securities of the Company) by directors or employees of any Group Member as may for the time being be in force; "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 2.6 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 (Demerger and similar events); "Eligible Employee" means any employee (including an executive director) of any Group Member; "Exercise Period" means the period referred to in Rule 6.2 during which an Option may be exercised; "FCA" means the Financial Conduct Authority acting in its capacity as the competent authority for the purpose of Part VI of the Financial Services and Markets Act 2000; "Grant Date" means the date on which an Award is granted; 3 "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 Schedule 3; "Listing Rules" means the Listing Rules published by the FCA; "London Stock Exchange" means London Stock Exchange plc or any successor to that company; "Market Abuse Regulation" means Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it is in force at the relevant time; "Net Vested Shares" means the Vested Shares acquired or received by a Participant on or following the Vesting or exercise of an Award during the Holding Period, less: (a) a number of Shares that have an aggregate market value on the date of Vesting or exercise equal to the Participant's Tax Liability due and arising on the Vesting or exercise of the Award, or (b) if the Vested Shares are sold to satisfy the Participant's liability to Tax due on the Vesting or exercise of an Award, such number of Vested Shares so sold; "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 2.2 (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 their personal representatives; "Participating Company" means the Company or any Subsidiary of the Company; "Performance Condition" means any objective condition(s) related to performance which is specified by the Committee under Rule 2.1 (Terms of grant), Rule 3.1 or any amended or relaxed condition(s) substituted in accordance with Rule 3.2; "Plan" means the Dialight plc 2023 Restricted 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; 4 "Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006) or any other company which is directly or indirectly a subsidiary of a company which itself is a Subsidiary; "Tax Liability" means any amount of income tax or other taxes (including 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 them (or their nominee) subject to the Rules; in relation to an Option, it becoming exercisable; and "Vesting" , "Vested" and "Unvested" 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. GRANT OF AWARDS 2.1 Terms of grant Subject to Rule 2.8 (Timing of grant), Rule 2.9 and Rule 4 (Limits), the Committee may resolve to grant an Award to any Eligible Employee on: the terms set out in the Plan; and such additional terms, whether a Performance Condition in accordance with Rule 3 and/or any other terms as the Committee may specify. An Award may only be made in accordance with the Directors' Remuneration Policy as approved by shareholders from time to time. 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; 5 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. Indemnity from Participants By accepting an Award a Participant agrees to indemnify any Group Member and any other person against any Tax Liability. Award certificates As soon as is practicable after making an Award the Company shall issue, or procure the issue of, a certificate (the "Award Certificate" ) to be signed and returned by the Participant within 14 days of being sent such Award Certificate. The Award Certificate shall contain such terms and conditions as the Committee shall determine (provided that they are not inconsistent with the terms of this Plan) and shall specify: the Grant Date; the Option Price, if any; the number of Shares in respect of which the Award is made; any applicable Performance Condition(s) or other terms as the Committee may specify; the applicable vesting schedule for the Award; if to be determined at the Grant Date, whether and on what basis a Participant is entitled to dividend equivalents in respect of their Award pursuant to Rule 2.6 (Treatment of Dividends); whether a Holding Period shall apply to the Award, as specified under Schedule 3; and whether Malus and Clawback shall apply to an Award, as specified under Schedule 2. Treatment of Dividends The Committee may decide at any time that a Participant (or their 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 6 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). 2.8 Timing of grant Subject to Rule 2.9, an Award may only be granted: Within 42 days 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 May 2033 (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). Dealing Restrictions No Award shall be made at any time when dealings in Shares are prohibited by the Listing Rules, the Company's Code, the City Code on Takeovers and Mergers, the Market Abuse Regulation or any other UK or overseas regulation or enactment. Non-transferability and bankruptcy An Award granted to any person: shall not be transferred, assigned, charged or otherwise disposed of except on their death to their personal representatives and shall lapse immediately on any attempt to do so; and shall lapse immediately if they are declared bankrupt. 3. PERFORMANCE CONDITIONS Imposition of Performance Conditions The Vesting of Awards shall be subject to the satisfaction of such Performance Conditions as the Committee shall from time to time determine are appropriate. Variation of Performance Conditions If events happen which cause the Committee, acting fairly and reasonably, to consider that Performance Conditions have become unfair or impractical, it may, if it considers it appropriate to do so, amend, relax or waive such Performance Conditions. The altered Performance Condition will, in the reasonable opinion of the Committee, not be materially 7 less difficult to satisfy than the unaltered Performance Condition would have been but for the event in question. All affected Participants shall be notified in writing of any relaxation, amendment or waiver. Early Vesting The extent to which Awards Vest early on the occurrence of certain events is specified in Rule 10 or Rule 11. Exchanged Shares If, in accordance with Rule 11.2, there is a scheme of arrangement or change of Control as a result of which shares are exchanged for the Shares comprised in the original Award (the "Exchanged Shares" ), the additional Shares or Exchanged Shares shall only Vest if, and in such proportion as, the original Award Vests or would have Vested. 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. 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 8 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 any 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. 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. 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 their base salary (excluding benefits in kind), expressed as an annual rate payable by the Participating Companies to them 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 9 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 Schedule 1 and Schedule 2, 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, except where earlier Vesting occurs on an Early Vesting Date under Rule 10 or Rule 11. 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 and 11. Where, under Rule 10 or Rule 11, 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 10 Attention : This is an excerpt of the original content. To continue reading it, access the original document here .