Marshalls plc
2025 Management Incentive Plan
Adoption Date: May 2025
Expiry Date:
May 2035
1
Grant of Awards
1.1 Awards granted by Committee
1.1.1 The Committee may grant Awards to Eligible Employees at any time on or prior to Awards may not be granted after May 2035.
May 2035.
1.1.2 Subject to the Rules, the Committee will in its absolute discretion decide whether or not any Awards are granted at any particular time and, if they are, who they are granted to and the terms of such Awards.
1.2 Procedure for granting Awards
Subject to the Rules, Participants to whom the Committee has decided to grant an Award will be issued with an invitation to accept the Award including details of the Performance Targets applicable to the Award that have already been set under Rule 3.1. The Performance Targets and any further target and/or conditions set under Rule 3.1 will also be attached to an Annual Bonus Schedule and to any Award Certificate issued in respect of the Award.
1.2.1
Element A of the Plan
An Annual Bonus Schedule shall be issued to a Participant on the grant of an Award and for each Plan Year within the Bonus Plan Period. Alternatively, a Participant may be advised where that information can be accessed or be given the opportunity to obtain the details electronically.
1.2.2 Element B of the Plan
Where an Eligible Employee has been selected by the Committee to participate in Element B of the Plan the terms and conditions of such participation shall also be set out in the Annual Bonus Schedule for the relevant Plan Year.
1.2.3
An Annual Bonus Schedule shall state where relevant:
Element A of the Plan
• the Award Date;
• the Bonus Plan Period and Plan Years within such period;
• the number of Bonus Units on the grant of an Award (or Bonus Units outstanding for subsequent Plan Years);
• the percentage of Bonus Units capable of Vesting at each Measurement Date;
• the Maximum Annual Contribution;
• the Performance Targets applicable to each Award for the relevant Plan Year;
• the Bonus Plan Deduction Percentage;
• whether a contribution in the form of a Dividend Equivalent shall be made to the Bonus Pool; and
• any other terms and conditions applying to each Award including whether Sale Restrictions shall apply to any Shares provided under Element A of the Plan.
Element B of the Plan
• the Maximum Annual Contribution;
• the Performance Targets applicable to the Award for the relevant Plan Year;
• whether a contribution in the form of a Dividend Equivalent shall be made in respect of the Shares (subject to the Award Vesting) during the period from the Award Date to the date of Vesting; and
• any other terms and conditions applying to Element B of the Plan including Sale Restrictions to the extent applicable.
1.3 Who qualifies for Awards
An Award may not be granted to an individual who is not an Eligible Employee at the Award Date save for any Award to a leaver pursuant to Rule 5.2 where relevant. Unless the Committee decides otherwise or in the case of an any Award to a leaver pursuant to Rule 5.2 where relevant, an Award will not be granted to an Eligible Employee who on or before the Award Date has given or received notice of termination of employment (whether or not lawful).
2.
Plan Limits
2.1 The aggregate number of Shares subject to an Award shall be limited as set out in this Rule 2.
2.2 A Payment may not be made if the result of making the Payment would be that the aggregate number of Shares issued or committed to be issued in the preceding ten-year period under:
• Payments under the Plan; or
• options or awards granted under any other Employees' Share Scheme adopted by the Group; would exceed ten per cent of the Company's issued ordinary share capital at that time.
2.3 For the purpose of the limit contained in this Rule 2:
• for as long as required by the Investment Association's guidelines, any treasury shares shall be included in the limit as if they were new issue shares;
• there shall be disregarded any Shares where the right to acquire the Shares has lapsed or been renounced or where the Committee determines that the right to acquire Shares is incapable of being exercised;
• there shall be disregarded any Shares which the Trustee(s) has or have purchased, or determined that they will purchase, in order to satisfy a Payment or the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group;
• any Shares issued in satisfaction of a Payment, or on the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group shall be taken into account once only (when the Payment is made or the option is granted or the right awarded) and shall not be disregarded when the Award Vests, the option is exercised or other rights Vest.
3.
Performance Targets
3.1 Setting of Performance Targets
3.1.1 Element A of the Plan
The Bonus Plan Contribution or Bonus Plan Deduction in respect of a Plan Year will be based on the extent to which the Performance Targets and any other conditions set by the Committee are satisfied.
3.1.2 Element B of the Plan
An Award in respect of a Plan Year will be based on the extent to which the Performance Targets and any other conditions set by the Committee are satisfied. Further the Committee may set a further Performance Target on part or all the Shares subject to an Award which shall be a condition of Vesting for such Shares.
3.2 Substitution, variation or waiver of Performance Targets
If an event occurs which causes the Committee to consider that any Performance Target for a Plan Year or any further condition imposed under Rule 3.1 subject to which an Award has been made is no longer appropriate, the Committee may substitute, vary or waive the Performance Target as it considers appropriate. The Award shall then take effect subject to the Performance Target or the other condition as substituted, varied or waived.
In respect of Element A the Committee retains discretion to make downward or upward adjustments to the amount of contribution earned resulting from the application of performance measures if the Committee believes that the contribution would otherwise not be a fair and accurate reflection of business performance.
In respect of Element B the Committee retains discretion to make downward or upward adjustments to the performance result resulting from the assessment of the performance conditions if the Committee believes that the result would otherwise not be a fair and accurate reflection of business performance.
3.3 Notification of Participants
The Committee shall, as soon as practicable, notify each Participant concerned of any determination made by it under this Rule3.
4.
Vesting of Awards
4.1
Element A of the Plan
4.1.1 Vesting of Bonus Units
Subject to Rule 10.1, Bonus Units shall be capable of Vesting on the Payment Date following a Measurement Date in the percentage set out in the Annual Bonus Schedule for the relevant Plan Year.
4.1.2 Annual Calculation of Plan Account
On each Measurement Date throughout the Bonus Plan Period and for one additional Plan Year thereafter, the Committee will determine the value of an Award Holder's Bonus Pool as at the Measurement Date, ordinarily being:
• the value of the Notional Shares in the Bonus Pool which were carried forward from the previous Measurement Date (if any), such value to be calculated using the Share Value as at the Measurement Date; and
• any Bonus Plan Contribution or Bonus Plan Deduction to be made to the Bonus Pool for the Plan Year just ended (or for such shorter period as the Committee determines under Rules 5 and 6), based on the extent to which the Performance Targets have been satisfied for that Plan Year (or shorter period, as the case may be); and
• the Dividend Equivalent, where it has been determined that such amount will be paid; and each Plan Account will be revised accordingly. For the avoidance of doubt, an Award Holder's Bonus Pool shall not consist of any actual cash, Shares or other assets but shall be a notional value that is used solely for the purposes of calculating an Award Holder's entitlement to Payments in accordance with Rule 4.1.3.
4.1.3 Entitlement to Payment
An Award Holder shall be entitled to receive a Payment in respect of their Vested Bonus Units on the Payment Date after the announcement of the Company's final results for the relevant Plan Year (or from such other event as Rules 5 and 6 provide), and after their Plan Account has been updated in accordance with Rule 4.1.2, based on the following formulae:-
Bonus Unit Price = Bonus Pool / total number of Bonus Units outstanding Payment = Vested Bonus Units x Bonus Unit Price both calculated as at the Measurement Date.
For any part of the Payment to be satisfied in Shares, the number of Shares to be transferred will be calculated using the Share Value as at the Measurement Date.
The Committee may, in its absolute discretion, decide at any time before the Payment Date to settle all or part of any Payment due by procuring that the Group Company which employs the Participant makes a cash payment to the scheme administrator of a registered pension scheme (as defined in the Finance Act 2004, section 150(2) or successor legislation) of which the Participant or their spouse, civil partner, dependent or family member is a member.
4.1.4 Cancellation of Bonus Units following Payment
Where the Participant receives a Payment under Rule 4.1.3, the Bonus Units to which such Payment relates shall be immediately cancelled.
The balance of the Bonus Pool after a Payment has been made shall be held or treated as being held in Notional Shares (the amount of which shall be calculated using the Share Value as at the Measurement Date), which shall be carried forward until the next Measurement Date.
4.1.5 Where Dealing Restrictions apply
Where an Award Holder receives a Payment in Shares, Shares may not be issued or transferred to an Award Holder while Dealing Restrictions apply. Such Shares shall be issued or transferred as soon as the Dealing Restrictions in question cease to apply.
4.2 Element B of the Plan
4.2.1
Grant of Awards
The Committee will determine as at the Measurement Date:
• the level of satisfaction of the Performance Targets for the Plan Year just ended and therefore the percentage of the Maximum Annual Contribution earned which shall be multiplied by the Eligible Employee's base salary to calculate the award value (the "Award Value");
• the number of Shares subject to the Award shall be calculated by dividing the Award Value by the Share Value as at the Measurement Date; and
• the Committee shall grant such Award and issue to the Eligible Employee an Award Certificate (alternatively a Participant may be advised where that information can be accessed or be given the opportunity to obtain the details electronically); the Award Certificate shall state:-
i. the Award Date;
ii. the number of Shares subject to the Award;
iii. Vesting Period and the expected date of Vesting;
iv. the Performance Targets for part or all of the Vesting of Shares subject to the Award;
v. the form in which the Award is granted (Conditional Shares or Nil Cost options);
vi. the date when the Sale Restrictions are removed; and
vii. any other terms and conditions applicable to the Award.
An Award shall not be granted under Rule 4.2.1 until any Dealing Restrictions cease to apply.
4.3 Malus and Clawback
4.3.1 Malus
The Committee may, at any time prior to a Payment under Element A of the Plan or Element B of the Plan or prior to the end of the Vesting Period for an Award under Element B of the Plan, decide that the value of an Award shall be reduced (including to nil) on such basis that the Committee in its absolute discretion considers to be fair, reasonable and proportionate where, in the opinion of the Committee, there are exceptional circumstances (each a "Malus Event").
Whenever the value of an Award is reduced as a result of a Malus Event, that Award will be treated (to the relevant extent) as having lapsed and the Company must notify the Participant as soon as reasonably practicable thereafter.
4.3.2 Clawback
The Committee may in its absolute discretion require the Participant to transfer to the Company (or the trustee of any employee benefit trust, if required by the Company) all or some of the value:
• acquired pursuant to a Payment under the Plan and/or Vesting under the Plan; and
• which the Participant still holds, on such basis that the Committee considers to be fair, reasonable and proportionate where, in the opinion of the Committee, there are exceptional circumstances (each a "Clawback Event"). The period during which clawback may be effected (the "Clawback Period") shall be the period of two years from and including the relevant date of Payment and/or end of the relevant Vesting Period.
Whenever an adjustment is required as a result of a Clawback Event, the relevant Award will be treated (to the relevant extent) as having lapsed.
4.3.2.1 Where a number of Shares are required to be transferred in accordance with this Rule and the Participant no longer holds sufficient Shares, the Participant will transfer to the Company (or the trustee of any employee benefit trust, if required by the Company):
• an amount equal to the proceeds the Participant received on the disposal of such Shares; or
• if that amount is in the opinion of the Committee, acting reasonably, manifestly less than the fair market value of the Shares as the date of disposal, the proceeds the Participant would have received on a disposal of the Shares for their fair market value (determined by the Committee in its absolute discretion, acting reasonably) at the time of disposal, and, in either case, less the amount of tax and social security contributions actually paid (or due to be paid) by the Participant in respect of the acquisition of the relevant Shares (except where the Participant can claim relief arising from the transfer of Shares or payments under this Rule).
4.3.2.2 In place of an adjustment (in full or in part) pursuant to this Rule, the Committee may in its absolute discretion during the Clawback Period:
• reduce the amount on Vesting of any unvested Award granted under Element B of the Plan and held by the relevant Participant; and/or
• require the repayment of any Payment under Element A of the Plan; and/or
• require the relevant Participant to make a cash payment to the Company (or the Trustees if required by the Company),
on such basis that the Committee considers to be fair, reasonable and proportionate where any Clawback Event occurs. The Company may deduct any amount owing to it as a result of the operation of Rule 4.3.2 from any salary or other financial amount payable by the Company to the affected Participant and may do so in instalments or in a single deduction at its discretion.
4.4 Circumstances giving rise to a Malus or Clawback Event
The Committee may determine that a Malus Event and/or a Clawback Event has occurred in the following circumstances (however, this is not an exhaustive list and any determination is at the Committee's discretion):-
4.4.1 Discovery of a material mis-statement resulting in an adjustment to the audited consolidated accounts of the Group or the audited accounts of any Group Member for a period that was wholly or partly before the end of the period over which the Performance Target applicable to an Award was assessed; and/or
4.4.2 Discovery that the assessment of any Performance Target or condition in respect of an Element A contribution or Element B award was based on error or inaccurate or misleading information; and/or
4.4.3 Discovery that any information used to determine the number of Shares subject to an Award was based on error, or inaccurate or misleading information; and/or
4.4.4 Action or conduct of an Award Holder which, in the reasonable opinion of the Board, amounts to fraud or gross misconduct; and/or
4.4.5 A material failure of risk management of the Company, a Group Member or a business unit of the Group; and/or
4.4.6 The Company or any Group Member or business of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of Shares is materially reduced provided that the Board determines following an appropriate review of accountability that the Award Holder should be held responsible (in whole or in part) for that insolvency or corporate failure; and/or
4.4.7 The events or the behaviour of an Award Holder have led to the censure of a Group Member by a regulatory authority or which have had a significant detrimental impact on the reputation of any Group Member provided that the Board is satisfied that the relevant Award Holder was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to them.
4.5 Other Restrictions
A Participant may not transfer, pledge, charge or assign or otherwise dispose of their rights under the Plan, which are personal to them, except as provided by the Rules. If a Participant shall do, suffer or permit any such restricted act in relation to any of their Awards, such Award shall lapse immediately.
5
Termination of Employment
5.1 General Rule
Subject to Rule 5.2, if a Participant ceases to be in Relevant Employment with a Group Member for any reason any Bonus Units or Awards that have not Vested shall be immediately cancelled and their Bonus Pool and Awards shall be forfeit and they shall not be entitled to any further Payments under the Plan. Sale Restrictions in relation to Element B Awards that have Vested before termination continue to apply unless expressly waived at the discretion of the Committee.
5.2 Special Cases
Notwithstanding Rule 5.1 this Rule 5.2 applies if a Participant dies, or ceases to be in Relevant Employment by reason of;
• Injury, ill-health or disability;
• redundancy within the meaning of the Employment Rights Act 1996 or equivalent legislation;
• retirement by agreement with the company by which they are employed;
• the Participant being employed by a company which ceases to be a Group Member;
• the Participant being employed in an undertaking or part of an undertaking which is transferred to a person who is not a Group Member; or
• any other circumstances if the Committee decides in any particular case;
Where this rule applies:
Element A of the Plan
Subject to the remainder of this paragraph all of the Participant's Bonus Units subject to a subsisting Award shall Vest on the date Relevant Employment ceases (the "Termination Date"). The Committee will apply Rule 4 in determining any Payments to be made. For the purposes of Rule 4.1 the Committee will calculate the Bonus Plan Contribution (or Bonus Plan Deduction, if applicable) pro-rated to the number of days in the Plan Year served by the Participant up to the Termination Date and taking into account the level of satisfaction of the Performance Targets at the next Measurement Date; subject to the Committee's discretion to waive or apply pro-rating to the Bonus Plan Contribution or Bonus Plan Deduction in respect of the Plan Year in which the Termination Date occurs or more generally to the number of Participant Bonus Units which Vest on the Termination Date. Any Payment shall be made as soon as practicable, having made the above determinations, after the Termination Date.
Element B of the Plan
Shares subject to subsisting Awards at the Termination Date shall Vest on the Termination Date or the next Measurement Date as determined by the Committee (which shall be the Accelerated Vesting Date) pro-rated to the number of days of the relevant Vesting Period that have elapsed as at the Accelerated Vesting Date and taking into account the level of proportionate satisfaction of any further Performance Target set pursuant to Rule 3.1 as at the Accelerated Vesting Date provided that such Shares shall remain subject to the relevant Sale Restrictions; subject to the Committee's discretion to determine that Vesting shall occur at the end of the Vesting Period, to determine the measurement of the Performance Target at the end of the Vesting Period, whether to apply pro-rating and whether to disapply the Sale Restrictions in part or in full.
In respect of the year in which Relevant Employment ceases the Committee will apply Rule 4 in determining any Award to be made. The Committee will calculate the Award pro-rated to the number of days of the Plan Year that have elapsed as at the Participant's Termination Date and taking into account the level of satisfaction of the Performance Targets at the next Measurement Date; subject to the Committee's discretion on whether to apply pro-rating in part or in full. Any Award shall be made as soon as practicable after the determination of the level of satisfaction of the Performance Targets, shall be granted as Vested and may be subject to the Sale Restrictions if so required by the Committee.
5.3 Meaning of ceasing to be in Relevant Employment
For the purposes of the Plan:
(a) ceasing to be in Relevant Employment shall be the date the Participant ceases to be an employee of a Group Member (or if earlier (other than in respect of ceasing to be in Relevant Employment for any of the reasons noted in Rule 5.2) the date of which the Participant gives or receives notice of termination of such employment);
(b) save that a Participant shall not be treated as ceasing to be in Relevant Employment until they no longer hold employment with any other Group Member or retain a statutory right to return to work.
6
Takeover, Reconstruction, Amalgamation or Winding-up of Company
6.1 General Rule
This Rule 6 does not apply where Rule 7 (Exchange of Awards) applies.
If Rule 7 does not apply, and any event described in Rules 6.2 to 6.5 (inclusive) occurs:-
In the case of Awards under Element A of the Plan
If the relevant event occurs before the final Measurement Date of the Bonus Plan Period, unless the Bonus Units are to be exchanged under Rule 7, the date of the event shall be the final Measurement Date for the purposes of that Award.
In the case of Awards under Element B of the Plan
If the relevant event occurs before the Measurement Date for the Plan Year, the date of the event shall be the Measurement Date for such Plan Year.
6.2 Takeover
Subject to Rule 7 where a person individually or with others Acting In Concert with them obtains Control of the Company as a result of making an offer to acquire Shares the Committee shall have regard to Rule 6.7 and determine (i) the treatment of subsisting Awards; (ii) any final Awards (and the treatment of the same) under Element A or Element B; and (iii) the date of any associated Vesting and related Payment.
6.3 Compulsory acquisition of Company
Subject to Rule 7, if a person becomes entitled or bound to acquire Shares in the Company in accordance with sections 979 to 982 of the Companies Act 2006 the Committee shall have regard to Rule 6.7 and determine (i) the treatment of subsisting Awards; (ii) any final Awards (and the treatment of the same) under Element A or Element B; and (iii) the date of any associated Vesting and related Payment.
6.4 Reconstruction or amalgamation of Company
Subject to Rule 7, if a person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 the Committee shall have regard to Rule 6.7 and determine (i) the treatment of subsisting Awards; (ii) any final Awards (and the treatment of the same) under Element A or Element B; and (iii) the date of any associated Vesting and related Payment.
6.5 Winding-up of Company
Subject to Rule 7 if notice is given of a resolution for the voluntary winding-up of the Company the Committee shall have regard to Rule 6.7 and determine (i) the treatment of subsisting Awards; (ii) any final Awards (and the treatment of the same) under Element A or Element B; and (iii) the date of any associated Vesting and related Payment.
6.6 Demergers and Other Events
Subject to Rule 7 if the Committee becomes aware that the Company will be affected by a demerger, distribution (which is not an ordinary dividend) or other transaction not otherwise covered by the Rules the Committee acting fairly and reasonably and taking account of the circumstances may determine to have regard to Rule 6.7 and determine (i) the treatment of subsisting Awards; (ii) any final Awards (and the treatment of the same) under Element A or Element B; and (iii) the date of any associated Vesting and related Payment.
6.7 Calculation
Where this Rule 6.7 applies:
Element A of the Plan
Unless the Committee determines otherwise, the Measurement Date shall be brought forward to the date of the relevant event and the Committee shall apply Rule 4 to determine the Payment to be made. For the purposes of Rule 4.1 the Committee will calculate the Bonus Plan Contribution (or Bonus Plan Deduction if applicable) pro-rated to the amount of the Plan Year completed on the date of the event and taking into account the level of satisfaction of the Performance Targets at this date; subject to the Committee's discretion to waive or apply pro-rating to the Bonus Plan Contribution or Bonus Plan Deduction in respect of the Plan Year in which the event occurs or more generally to determine the number of Participant Bonus Units (including subsisting Bonus Units) which Vest on the event. Any Payment shall be made as soon as practicable after the Committee has exercised its discretion.
As subsisting Bonus Units relate to past performance, unless the Committee determines otherwise, such subsisting Bonus Units will Vest in full.
Element B of the Plan
Unless the Committee determines otherwise the Measurement Date shall be brought forward to the date of the relevant event and the Committee shall apply Rule 4 to determine the Award to be made. For the purposes of Rule 4.2 the Committee will calculate the Award pro-rated to the amount of the Plan Year completed on the date of the event and taking into account the level of satisfaction of the Performance Targets at the date of the event provided that the Committee shall have discretion on the level of any pro-rating to time. Any Payment of an Award shall be in cash unless the Committee determines otherwise made as soon as practicable after the Committee has exercised its discretion.
All subsisting Awards granted prior to the date of the relevant event under Element B of the Plan shall Vest on the date of the relevant event to the extent determined by the Committee. The extent of Vesting may include application of the Committee's discretion to prorate the Awards from the Award Date to the date of the event and any reduction to the Award on account of any outstanding Performance Targets attached to the Awards (for example one set under Rule 3.1). The early assessment of any such aforementioned Performance Target shall be on such basis (including modified) as the Committee determines appropriate.
Sale Restrictions shall cease to apply or not apply as relevant.
6.8 Notification of Participants
The Committee shall, as soon as reasonably practicable, notify each Participant of the occurrence of any of the events referred to in this Rule 6 and explain how this affects their position under the Plan.
6.9
Vesting of Awards and corporation tax deduction
Where the Committee is aware that an event is likely to occur under Rule 6 in respect of which Awards will Vest in circumstances where the conditions for relief under Part 12 of the Corporation Tax Act 2009 (or equivalent legislation) may not be satisfied or such circumstances as the Committee consider it preferable for the Award to Vest, the Committee may determine that the Awards Vest in accordance with Rule 6 immediately prior to the event taking place.
7
Exchange of Awards
7.1 Where Exchange Applies
Bonus Units and Awards of Shares will not Vest under Rule 6 but will be exchanged for a new award ("New Award") under this Rule to the extent that:-
• An offer to exchange the Award with a New Award is made and accepted by the Participant; or
• The Committee, and if relevant, with the consent of the persons acquiring Control, decide that Awards will be automatically exchanged for New Awards.
7.2 Terms of Exchange
The following applies in respect of New Awards:
• The Award Date of the New Award shall be deemed to be the same as the Award Date of the existing Award.
• The New Award will be in respect of the shares in a company determined by the Committee and if relevant, with the consent of the persons acquiring Control of the Company.
• In the application of the Plan to the New Award, where appropriate, references to "Company" and "Shares" shall be read as if they were references to the company to whose shares the New Award relates save that in the definition of "Committee" the reference to "Company" shall be read as if it were a reference to Marshalls plc.
• The New Award must be equivalent to the existing Award, it will Vest at the same time and in the same manner as the existing Award.
• Where Bonus Units and Awards of Shares are exchanged, the Committee and if relevant, with the consent of the persons acquiring Control of the Company, may make such adjustments as it deems necessary to ensure as far as reasonably possible that the interests of Participants are not affected either favourably or unfavourably.
8
Lapse of Awards
Notwithstanding any other provision of the Rules, an Award shall lapse on the earliest of:
• the Participant ceasing to be in Relevant Employment, subject to Rule 5;
• any date expressly provided for under these Rules; or
• the date on which the affected Participant becomes bankrupt or enters into a compromise with their creditors generally unless the Committee determines otherwise.
9 Shares and Notional Shares
Element A of the Plan
The Committee shall determine what proportion of the Participant's Bonus Pool shall be held in Shares or Notional Shares. The Committee may determine that part or all of a Payment is satisfied by the transfer of Shares. In the event of a Reorganisation the number of Notional Shares or Shares held in a Bonus Pool shall be adjusted in such manner and with effect from such date as the Committee may determine to be appropriate.
Element B of the Plan
In the event of a Reorganisation the number of Shares subject to Awards shall be adjusted in such manner and with effect from such date as the Committee may determine to be appropriate.
General
The Company shall ensure when necessary that it is in a position to satisfy or procure the satisfaction of all rights to Shares from time to time subsisting under the Plan, taking account of the other obligations of the Company' in relation to the provision of Shares.
The Trustee(s) may in their absolute discretion and at the request of the Committee agree to undertake the responsibility of satisfying Payment on behalf of the Company.
10
Accounting for Tax and Social Security
10.1 Deductions
Unless the Participant discharges any liability that may arise, the Grantor, the Company or any Group Member (as the case may be) may withhold such amount, or make such other arrangements as it may determine appropriate, for example to sell or withhold Shares, to meet any liability to taxes or social security contributions in respect of Awards.
As a condition of receiving an Award, the Participant agrees to indemnify the Company, the Grantor or any Group Member (as the case may be) in respect of any amount for which the Company, the Grantor or any Group Member (as the case may be) has an obligation to account under the PAYE system or in respect of employee National Insurance Contributions (or any equivalent taxation or social security payable in any jurisdiction outside the United Kingdom) arising from the Vesting and/or exercise of any Award or which would not have arisen but for the grant of the Award to the Participant.
11 Issue and Listing of Shares
11.1 Rights attaching to Shares
All Shares issued and/or transferred under the Plan shall, as to voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, rank equally in all respects and as one class with the Shares of the same class in issue at the date of issue or transfer save as regards any rights attaching to such Shares by reference to a record date prior to the date of such issue or transfer.
11.2
Listing of Shares
If and so long as Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for the listing of any Shares issued under the Plan as soon as practicable.
12 Relationship of Plan to Contract of Employment
12.1 Contractual Provisions
12.1.1 No provisions in the Plan form part of any contract of employment between any Group Member and a Participant.
| Attention: This is an excerpt of the original content. To continue reading it, access the original document here. |