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Hammerson : Proposed amendments to the rules of the Hammerson plc Restricted Share Scheme ('RSS')
Hammerson : Proposed amendments to the rules of the Hammerson plc Restricted Share Scheme
About this update from Hammerson Plc
Hammerson plc RESTRICTED SHARE SCHEME Approved by shareholders of the Company on 29 April 2020 and amendments approved by shareholders of the Company on [30 April●] 2026. Adopted by the Remuneration Committee of the Board of Directors of the Company on 29 April 2020 and amended by the Committee on 14 October 2020,and 7 March 2023and [30 April●] 2026. The Scheme is a discretionary benefit offered by Hammerson plc for the benefit of its employees. Its main purpose is to increase the interest of the employees in Hammerson's long term business goals and performance through share ownership. The Scheme is an incentive for the employees' future performance and commitment to the goals of Hammerson plc. Shares purchased or received under the Scheme, any cash received under the Scheme and any gains obtained under the Scheme are not part of salary for any purpose (except to any extent required by statute). The Scheme is being offered for the first time in 2020 and theRemuneration Committee of the Board of Directors of Hammerson plc shall have the right to decide, in its sole discretion, whether or not further awards will be granted in the future and to which employees those awards will be granted. The detailed rules of the Scheme are set out herein. CONTENTS Rule Page DEFINITIONS AND INTERPRETATION 1 ELIGIBILITY 3 GRANT OF AWARDS 3 LIMITS 4 VESTING OF AWARDS 6 HOLDING PERIOD 8 CONSEQUENCES OF VESTING 8 EXERCISE OF OPTIONS 9 CASH ALTERNATIVE 10 LAPSE OF AWARDS 11 LEAVERS 11 TAKEOVERS AND OTHER CORPORATE EVENTS 13 ADJUSTMENT OF AWARDS. 15 CLAWBACK 16 ALTERATIONS 18 MISCELLANEOUS 18 APPENDIX A CASH CONDITIONAL AWARDS 22 DEFINITIONS AND INTERPRETATION In the Scheme, 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; "Clawback" means an obligation to repay all or part of the additional value which the Committee decides has been received by the relevant individual as a result of re-assessed performance or error (as applicable) referred to in Rule 14.1(a) or (b) (Clawback), or due to misconduct or reputational damage as referred to in Rule 14.1(c) or (d) (Clawback), as the Committee considers appropriate; "Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event ...