Saga : Amendment to the rules of the Saga plc 2020 Restricted Share Plan

About this update from Saga Plc

Saga plc The Saga plc 2020 Restricted Share Plan Shareholder approval: [●] June 2024 Board adoption: [●] June 2024 Plan expires: 22 nd June 2030 PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH T: +44 (0) 20 7583 5000, F: +44 (0) 20 7822 4652, www.pwc.co.uk PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.PricewaterhouseCoopers LLP is authorised and regulated by The Saga plc 2020 Restricted Share Plan Table of contents 1. Grant of Awards 1 2. Plan limits 2 3. Individual limit 3 4. Award Price 4 5. Performance Target and conditions 4 6. Malus 5 7. Clawback 5 8. Vesting of Awards (and exercise of Options) 8 9. Holding Period 10 10. Vesting of Awards (and exercise of Options) in special circumstances 11 11. Takeover and other corporate events 13 12. Exchange of Awards 15 13. Lapse of Awards 15 14. Adjustment of Awards on Reorganisation 16 15. Tax and social security withholding 16 16. Rights and listing of Plan Shares 17 17. Relationship of the Plan to contract of employment 17 18. Administration of the Plan 17 19. Amendment of the Plan 18 20. Notices 19 21. Governing law and jurisdiction 20 22. Interpretation 20 : United Kingdom - CSOP Options 23 Rules of the Saga plc 2020 Restricted Share Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024. 1. Grant of Awards Awards granted by Grantor Subject to Rules 1.5, 1.6, 1.7 and 18.3, the Grantor may from time to time grant Awards to Eligible Employees. Terms of Awards and Directors' Remuneration Policy limitations Subject to the Rules, the Grantor will in its absolute discretion decide whether or not any Awards are to be granted at any particular time and, if they are, to whom they are granted and the terms of such Awards. Where Awards are not granted by the Board, the terms must be approved in advance by the Board. Where the Company has in place a Directors' Remuneration Policy approved by the Company in general meeting, the terms of an Award to be granted to an Eligible Employee who is a director of the Company must fall within the scope of the Directors' Remuneration Policy most recently approved by the Company in a general meeting. Such terms may include by way of example but without limitation any relevant individual limit in Rule 3 and any Performance Target set under Rule 5. Procedure for grant of Awards and Award Date An Award shall be granted by the Grantor passing a resolution. The Award Date shall be the date on which the Grantor passes the resolution or any later date specified in the resolution and allowed by Rule 1.5. The grant of an Award shall be evidenced by a deed executed by or on behalf of the Grantor. An Award Certificate shall be issued to each Award Holder as soon as reasonably practicable following the grant of the Award setting out details of the Award determined in accordance with Rule 1.4. Terms and conditions set at grant The Grantor shall, at the time of grant, determine: whether the Award comprises an Option or a Conditional Share Award; the Award Date; the number of Plan Shares subject to the Award or the basis on which the number of Plan Shares will be calculated; the Award Price (if any); the date or dates on which the Award will normally Vest; whether or not any dividend equivalents will be payable under Rule 8.9; in the case of an Option, the Exercise Period; any Performance Target; any Holding Period (and the proportion of the Award to which it applies, if not 100 per cent); whether Rule 6 (Malus) and/or Rule 7 (Clawback) shall apply to the Award; and any other conditions of the Award. The Grantor may grant an Award in any number of tranches, where the terms (as referred to in this Rule) are different. In these circumstances, the Rules will be interpreted as if each tranche was a standalone Award. When Awards may be granted Subject to Rule 1.6, the Grantor may grant Awards only during the 42 days beginning on: the date of shareholder approval of the Plan; the day after the announcement of the Company's results, including a preliminary announcement, for any period through a Regulatory Information Service; PwC ● 1 Rules of the Saga plc 2020 Restricted Share Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024. any day on which the Board determines that circumstances are sufficiently exceptional to justify the grant of the Award at that time; or the day after the lifting of any Dealing Restrictions which prevented the grant of Awards during any of the times described above. When Awards may not be granted Awards may not be granted: when prevented by any Dealing Restrictions; or after the 10 th anniversary of shareholder approval of the Plan. Who can be granted Awards An Award may only be granted to an individual who is an Eligible Employee at the Award Date. Unless the Board decides otherwise, 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). Confirmation of acceptance of Award The Grantor may require an Eligible Employee who is (or is to be) granted an Award to confirm his or her acceptance of the Rules and the terms of any Award granted to him or her by a specified date. Such confirmation will be in a manner and form set by the Grantor (which may require the Eligible Employee to confirm acceptance on a portal or execute a document). The Grantor may provide that the Award will lapse (and as a result be treated as never having been granted) if the confirmation of acceptance is not provided by the specified date or provide that the Award will not Vest until he or she does so agree in writing. Right to refuse Award An Award Holder may by notice in writing to the Company within 30 days after the Award Date say he or she does not want his or her Award in whole or part. In such a case, the Award shall to that extent be treated as never having been granted. No payment for an Award An Award Holder shall not be required to make payment for the grant of an Award unless the Board determines otherwise. Where an Award Holder refuses his or her Award pursuant to the terms of Rule 1.9, no payment in connection with the refusal is required from the Award Holder or the Grantor. Awards non-transferable An Award shall be personal to the Award Holder and, except in the case of the death of an Award Holder, an Award shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Award Holder purports to transfer, charge or otherwise alienate the Award. 2. Plan limit General The aggregate number of Plan Shares over which Awards may be granted shall be limited as set out in this Rule 2. 10 per cent in 10 years An Award may not be granted if the result of granting the Award would be that the aggregate number of Plan Shares issued or committed to be issued in the preceding 10-year period under: Awards under the Plan; or options or awards granted under any other Employees' Share Scheme (whether or not discretionary) operated by the Group, PwC ● 2 Rules of the Saga plc 2020 Restricted Share Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024. would exceed 10 per cent of the Company's issued ordinary share capital at that time. 2.3. Calculation For the purpose of the limit contained in this Rule 2: for as long as required by The Investment Association Guidelines treasury shares shall be included in the limit as if they were new issue shares; there shall be disregarded any Plan Shares where the right to acquire the Plan Shares has lapsed or been renounced; there shall be disregarded any Plan Shares which the Trustees have purchased, or determined that they will purchase, in order to satisfy an Award 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 Plan Shares issued or issuable in relation to an Award, 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 Award is granted or the option is granted or the right awarded) and shall not fall out of account when the Award Vests, the option is exercised or other rights vest. 2.4. Scaling down If the granting of an Award would cause the limit in this Rule 2 to be exceeded, such Award shall take effect as an Award over the maximum number of Plan Shares which does not cause the limit to be exceeded. If more than one Award is granted on the same Award Date, the number of Plan Shares which would otherwise be subject to each Award shall be reduced pro rata. 3. Individual limit General The number of Plan Shares over which Awards may be granted to any one Eligible Employee shall be limited as set out in this Rule 3. Limit An Award must not be granted to an Eligible Employee if the result of granting the Award would be that, at the proposed Award Date, the Market Value of the Plan Shares subject to that Award, when aggregated with the Market Value of the Plan Shares subject to any other Award granted to him or her in the same Financial Year, would exceed 100 per cent of his or her Annual Remuneration. The limit as set out in this Rule 3.2 shall not apply to Buy-Out Awards. For the purpose of this Rule 3.2: Annual Remuneration means the higher of: basic salary paid by the Group expressed as an annual rate as at the Award Date; and basic salary paid by the Group for the period of 12 months ending on the last day of the month immediately preceding the month in which the Award Date occurs. Financial Year means the financial year of the Company. PwC ● 3 Rules of the Saga plc 2020 Restricted Share Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024. The Market Value of Plan Shares subject to an Award shall be measured on the date on which that Award was granted. 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 Board may reasonably select. Scaling down If the grant of an Award would cause the limit in Rule 3.2 to be exceeded, such Award shall take effect as an Award over the maximum number of Plan Shares which does not cause the limit to be exceeded. 4. Award Price The Award Price (if any) shall be determined by the Grantor and may be any price. Where the Grantor has determined that an Award will be satisfied by the issue of new shares and the Award Price per Plan Share is less than the nominal value of a Plan Share, the Company will ensure that at the time of the issue of the Plan Shares arrangements are in place to pay up at least the nominal value of the relevant Plan Shares. 5. Performance Target and conditions Setting of Performance Target and conditions The Vesting of an Award and the extent to which it Vests will be subject to the satisfaction of any applicable Performance Target and any other conditions set by the Grantor on or before the Award Date. The Grantor may in addition adjust the level of Vesting of an Award upwards or downwards (including for the avoidance of doubt to nil) after the application of any Performance Target and/or any other conditions set by the Grantor if in its opinion: the level of Vesting resulting from the application of the Performance Target and/or any other conditions is not a fair and accurate reflection of the performance of the Company, the Group or any Group Member(s); and/or the level of Vesting resulting from the application of the Performance Target and/or any other conditions is not a fair and accurate reflection of the performance of the Award Holder; and/or there is any other factor or there are any other circumstances which would make the level of Vesting resulting from the application of the Performance Target and/or any other conditions inappropriate without adjustment. Nature of Performance Target and conditions Any Performance Target and any other condition imposed under Rule 5.1 shall be: objective; and set out in or attached in the form of a schedule to the Award Certificate. Substitution, variation or waiver of Performance Target and conditions The Grantor may waive or change any Performance Target, or any condition imposed under Rule 5.1 in accordance with its terms. If an event occurs which causes the Grantor to consider that any Performance Target and/or any other conditions imposed under Rule 5.1 subject to which an Award has been granted is no longer appropriate, the Grantor may substitute, vary or waive that Performance Target and/or any other conditions in such manner (and make such consequential amendments to the Rules) as: is reasonable in the circumstances; and except in the case of waiver, produces a fairer measure of performance and is not materially less difficult to satisfy than if the event had not occurred. PwC ● 4 Rules of the Saga plc 2020 Restricted Share Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024. The Award shall then take effect subject to the Performance Target and/or any other conditions as substituted, varied or waived. Notification of Award Holders The Grantor shall, as soon as practicable, notify each Award Holder concerned of any determination made by it under Rule 5.3. 6. Malus Notwithstanding any other provision of the Rules, the Board may, at (or at any time before) the Vesting of an Award to which the Grantor has specified under Rule 1.4 that this Rule 6 applies, cancel or reduce the number of Plan Shares subject to an Award in whole or in part (including, for the avoidance of doubt, to nil) or impose additional conditions on the Award in the following circumstances: discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Group or the audited accounts of any Group Member; and/or the assessment of any Performance Target or condition in respect of an Award was based on error, or inaccurate or misleading information; and/or the discovery that any information used to determine the number of Plan Shares subject to an Award was based on error, or inaccurate or misleading information; and/or action or conduct of an Award Holder which, in the reasonable opinion of the Board, amounts to fraud or gross misconduct; and/or events or behaviour of an Award Holder have led to the censure of a Group Member by a regulatory authority or 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 him; and/or a material failure of risk management of the Company, a Group Member or a business unit of the Group; and/or the Company or any Group Member or business of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of Plan 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. In determining any reduction which should be applied under this Rule 6, the Board shall act fairly and reasonably but its decision shall be final and binding. For the avoidance of doubt, any reduction under this Rule 6 may be applied on an individual basis as determined by the Board. Whenever a reduction is made under this Rule 6, the relevant Award shall be treated as having lapsed to that extent. 7. Clawback Trigger Events In this Rule 7, Trigger Events means: discovery of a material misstatement resulting in an adjustment in 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 the discovery that the assessment of any Performance Target or condition in respect of an Award was based on error, or inaccurate or misleading information; and/or the discovery that any information used to determine the number of Plan Shares subject to an Award was based on error, or inaccurate or misleading information; and/or action or conduct of an Award Holder which, in the reasonable opinion of the Board, amounts to fraud or gross misconduct; and/or PwC ● 5 Rules of the Saga plc 2020 Restricted Share Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024. events or behaviour of an Award Holder have led to the censure of a Group Member by a regulatory authority or 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 him; and/or a material failure of risk management of the Company, a Group Member or a business unit of the Group; and/or the Company or any Group Member or business of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of Plan 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. Application Notwithstanding any other provision of the Rules, if at any time during the period of two years following the Vesting of an Award to which the Board has specified under Rule 1.4 that this Rule 7 applies a Trigger Event occurs, then: Rules 7.3 to 7.7 and 7.9 shall apply; and where the Award takes the form of an Option and the Award Holder has not exercised such Option, Rule 7.8 shall also apply. If an investigation into the conduct or actions of any Award Holder or any Group Member has started before the second anniversary of Vesting of an Award, the Board may, in its absolute discretion, determine that the provisions of Rules 7.3 to 7.9 may be applied to an Award until such later date as the Board may determine to allow that investigation to be completed. Clawback methods Where Rule 7.2 applies, the Board may in its absolute discretion require the relevant Award Holder to: transfer to the Company (or, if required by the Company, any other person specified by the Company) all or some of the Plan Shares acquired by the Award Holder (or his or her nominee) pursuant to the Vesting of the Award or, in the case of an Award which is an Option, the exercise of that Option; and/or pay to the Company (or if required by the Company, any other person specified by the Company) an amount equivalent to all or part of the proceeds of sale or, in the event of a disposal of the Plan Shares at a price which the Board reasonably determines was less than market value at the time of disposal and where the disposal was not made at arm's length, an amount equivalent to the market value (as reasonably determined by the Board) at the time of disposal of all or some of the Plan Shares acquired pursuant to the Vesting of the Award or, in the case of an Award that is an Option, the exercise of that Option; and/or pay to the Company (or, if required by the Company, any other person specified by the Company) an amount equivalent to all or part of the amount of any cash in respect of an Award paid to or for the benefit of the Award Holder; and/or pay to the Company (or, if required by the Company, any other person specified by the Company) an amount equivalent to all or part of any benefit or value derived from or attributable to the Plan Shares referred to in paragraph 1 above (including but not limited to any special dividend or additional or replacement shares) on such terms as the Board may reasonably direct, less in each case the amount of tax and social security contributions actually paid (or due to be paid) by the Award Holder in respect of the acquisition of the Plan Shares and/or payment of cash in respect of an Award. Award Holder's obligation to recover tax In addition to the obligation of the Award Holder as described above, the Award Holder shall use his or her best endeavours to seek and obtain repayment or credit from HMRC or any relevant overseas tax authority of the tax and social security contributions paid on the Award Holder's behalf in relation to the Award as soon as reasonably practicable and to notify the Company of such claim and/or receipt of any credit or payment from HMRC (or any relevant overseas tax authority) in this regard. Following such notification, the Company will be entitled to require the Award Holder to make a payment to it within 30 days of an amount equivalent to the amount of any payment or credit received from HMRC (or any relevant overseas tax authority). PwC ● 6 Rules of the Saga plc 2020 Restricted Share Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024. Authorisation of deductions By accepting the grant of an Award, the Award Holder authorises the Company or such other Group Member as may be the employer of the Award Holder to make deductions from any payment owing to him or her including but not limited to salary, bonus, holiday pay or otherwise in respect of any sum which would otherwise be payable by the Award Holder under this Rule 7. Timing of transfers, payments and repayments Any transfers, payments or repayments to be made by the Award Holder under this Rule 7 shall be made within 30 days of the date the Award Holder is notified in writing of the transfer required or the amount due, as appropriate. Additional methods of effecting clawback In addition to or in substitution for the actions described above that the Board may take under Rule 7.3 (the Actions ), the Board may: reduce the amount (including, for the avoidance of doubt, to nil) of any future bonus payable to the Award Holder; and/or determine that the number of Plan Shares over which an award or right to acquire Plan Shares that may otherwise be granted to the Award Holder under any Employees' Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 or 3 of ITEPA 2003) shall be reduced by such number as the Board may determine (including for the avoidance of doubt to nil); and/or reduce the number of Plan Shares (including, for the avoidance of doubt, to nil) subject to any award or right to acquire Plan Shares which has been granted to the Award Holder under any Employees' Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 to 4 of ITEPA 2003) before the date on which the relevant award or right vests or becomes exercisable by such number as the Board may determine; and/or reduce the number of Plan Shares (including, for the avoidance of doubt, to nil) subject to any option to acquire Plan Shares which has been granted to the Award Holder under any Employees' Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 to 4 of ITEPA 2003) which has vested but not yet been exercised by such number as the Board may determine, provided that the total amount represented by: reductions under this Rule 7.7; reductions under Rule 7.8; and the amount represented by any transfer and any amount or value payable under Rule 7.3, shall not, in the Board's reasonable opinion, exceed the amount represented by any transfer and any amount or value which would have been due if the Board had only carried out the Actions. Reduction of unexercised Option Where Rule 7.2 applies and the Award takes the form of an Option which the Award Holder has not exercised in full, the Board may in its absolute discretion reduce the number of Plan Shares which remain subject to such Option (including, for the avoidance of doubt, to nil). In addition to or in substitution for reducing such Option, the Board may take any of the actions set out in Rules 7.7.1 to 7.7.4 provided that the total amount represented by reductions under Rules 7.7.1 to 7.7.4 and any reduction of the Option under this Rule 7.8 shall not, in the Board's reasonable opinion, exceed the amount which would have been represented by the reduction of the Option only. General provisions In carrying out any action under this Rule 7, the Board shall act fairly and reasonably but its decision shall be final and binding. PwC ● 7 Rules of the Saga plc 2020 Restricted Share Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024. For the avoidance of doubt, any action carried out under this Rule 7 may be applied on an individual basis as determined by the Board. Whenever a reduction of an award, right to acquire Plan Shares or option is made under this Rule 7, the relevant award, right to acquire Plan Shares or option shall be treated to that extent as having lapsed. Interaction with other plans The Board may determine at any time to reduce the number of Plan Shares subject to an Award (including, for the avoidance of doubt, to nil) either: to give effect to one or more provisions of any form which are equivalent to those in Rule 7 ( Clawback Provisions ) contained in any Employees' Share Scheme operated by any Group Member (other than the Plan) or any bonus plan operated by any Group Member; or as an alternative to giving effect to any such Clawback Provisions. The value of any reduction under Rule 7.10.1 shall be determined in accordance with the terms of the relevant Clawback Provisions in the relevant Employees' Share Scheme or bonus plan as interpreted by the Board in its absolute discretion. The value of any reduction under Rule 7.10.2 shall be determined as if the terms of the relevant Clawback Provisions in the relevant Employees' Share Scheme or bonus plan applied as interpreted by the Board in its absolute discretion. Other Restrictions An Award Holder 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 an Award Holder shall do, suffer or permit any such restricted act in relation to any of their Awards, such Award shall lapse immediately. 8. Vesting of Awards (and exercise of Options) Earliest date for Vesting of Awards and level of vesting Subject to Rules 5, 10 and 11, an Award will Vest on the later of: the relevant date specified under Rule 1.4.5; and the date on which the Board determines that the Performance Target and/or any other conditions imposed under Rule 1.4.11 or Rule 5.1 have been satisfied. The Grantor may determine that Vesting of the Award shall be delayed until any relevant investigation or other procedure relevant to an event falling within the scope of Rule 6 or Rule 7 has been completed. Effect of Award Vesting Subject to the Rules, the effect of an Award Vesting shall be: in the case of an Option, that the Award Holder is entitled to exercise the Option at any time during the Exercise Period to the extent that it has Vested; and in the case of a Conditional Share Award, that the Award Holder shall become entitled to the Plan Shares to the extent that the Award has Vested. No Vesting or exercise while Dealing Restrictions or Directors' Remuneration Policy restrictions apply Where the Vesting of an Award is prevented by any Dealing Restriction, the Vesting of that Award shall be delayed until the Dealing Restriction no longer prevents it. Plan Shares may not be issued or transferred to an Award Holder while Dealing Restrictions prevent such issue or transfer. In the case of an Option, the Option may not be exercised while Dealing Restrictions prevent such exercise. Where the Company has in place a Directors' Remuneration Policy: the Vesting of an Award held by an Award Holder who is or was a director of the Company; PwC ● 8 Attention : This is an excerpt of the original content. To continue reading it, access the original document here .

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