Sharesave Scheme - Lastminute.com plc
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LASTMINUTE.COM PLC
SHARESAVE SCHEME
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APPROVED BY SHAREHOLDERS AND
ADOPTED BY THE BOARD ON
14 FEBRUARY 2002
New Bridge Street Consultants
20 Little Britain
London EC1A 7DH
Inland Revenue reference: SRS 2917
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CONTENTS
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PAGE
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1. DEFINITIONS AND INTERPRETATION...........................................1
2. ELIGIBILITY..............................................................2
3. GRANT OF OPTIONS.........................................................3
4. LIMITS...................................................................5
5. EXERCISE OF OPTIONS......................................................6
6. TAKEOVER, RECONSTRUCTION AND WINDING UP..................................9
7. VARIATION OF CAPITAL....................................................11
8. ALTERATIONS.............................................................11
9. MISCELLANEOUS...........................................................12
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1. DEFINITIONS AND INTERPRETATION
(1) In this Scheme, unless the context otherwise requires:
"3-YEAR OPTION", "5-YEAR OPTION" and "7-YEAR OPTION" have the meanings
given in sub-rule 3(2);
"ASSOCIATED COMPANY" means an associated company within the meaning
given to that expression by section 187(2) of the Taxes Act 1988 for the
purposes of paragraph 23 of Schedule 9;
"THE BOARD" means the board of directors of the Company or a committee
appointed by them;
"BONUS DATE" means the earliest date on which the bonus is payable under
a 3-Year option or, as the case may be, a 5-Year Option or in the case
of a 7-Year Option the earliest date on which the maximum bonus is
payable; and for this purpose "payable" means payable under the Savings
Contract made in connection with the option;
"THE COMPANY" means Lastminute.com plc (registered in England and Wales
No. 3852152);
"THE GRANT DATE" shall be construed in accordance with sub-rule 2(1);
"THE LONDON STOCK EXCHANGE" means London Stock Exchange plc;
"PARTICIPANT" means a person who holds an option granted under this
Scheme;
"PARTICIPATING COMPANY" means the Company or any Subsidiary to which the
Board has resolved that this Scheme shall for the time being extend;
"SAVINGS BODY" means any building society, institution authorised under
the Banking Act 1987 or relevant European institution (within the
meaning of Schedule 15A to the Taxes Act 1988) with which a Savings
Contract can be made;
"SAVINGS CONTRACT" means an agreement to pay monthly contributions under
the terms of a certified contractual savings scheme, within the meaning
of section 326 of the Taxes Act 1988, which has been approved by the
Inland Revenue for the purposes of Schedule 9;
"SCHEDULE 9" means Schedule 9 to the Taxes Act 1988;
"SUBSIDIARY" means a body corporate which is a subsidiary of the Company
(within the meaning of section 736 of the Companies Act 1985) and of
which the Company has control (within the meaning of section 840 of the
Taxes Act 1988);
"THE TAXES ACT 1988" means the Income and Corporation Taxes Act 1988;
"TRUSTEES" means the trustee or trustees for the time being of any
Qualifying Employee Share Ownership Trust which may be established by
the Company;
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and expressions not otherwise defined in this Scheme have the same
meanings as they have in Schedule 9.
(2) Any reference in this Scheme to any enactment includes a reference to
that enactment as from time to time modified, extended or re-enacted.
(3) Expressions in italics are for guidance only and do not form part of
this Scheme.
2. ELIGIBILITY
(1) Subject to sub-rule 2(5) (material interest in a close company) an
individual is eligible to be granted an option on the Grant Date if (and
only if):
(a) he is on the Grant Date an employee or director of a company
which is a Participating Company; and
(b) he either satisfies the conditions specified in sub-rule 2(2) or
is nominated by the Board for this purpose.
(2) The conditions referred to in sub-rule 2(1)(b) are that the individual:
(a) shall at all times during the qualifying period have been an
employee (but not a director) or a full-time director of the
Company or a company which was for the time being a Subsidiary;
and
(b) was at the relevant time chargeable to tax in respect of his
employment or office under Case I of Schedule E. (resident and
ordinarily by resident in the UK)
(3) For the purposes of sub-rule 2(2):
(a) THE RELEVANT TIME is such time (if any) during the period of 5
years ending with the Grant Date as the Board may determine
(provided that no such determination may be made if it would have
the effect that the qualifying period would not fall within that
5-year period);
(b) THE QUALIFYING PERIOD is such period (if any) ending at the
relevant time and falling within the 5-year period mentioned in
sub-rule 2(3)(a) as the Board may determine;
(c) an individual shall be treated as a FULL-TIME DIRECTOR of a
company if he is obliged to devote to the performance of the
duties of his office or employment with the company not less than
25 hours a week;
(d) Chapter I of Part XIV of the Employment Rights Act 1996 shall
have effect, with any necessary changes, for ascertaining the
length of the period during which an individual shall have been
an employee or a full-time director and whether he shall have
been an employee or a full-time director at all times during that
period.
(4) Any determination of the Board under sub-rule 2(3)(a) or 2(3)(b) shall
have effect in relation to every individual for the purpose of
ascertaining whether he is eligible to be granted an option on the Grant
Date.
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(5) An individual is not eligible to be granted an option at any time if he
is at that time ineligible to participate in this Scheme by virtue of
paragraph 8 of Schedule 9 (material interest in close company).
3. GRANT OF OPTIONS
(1) Subject to sub-rule 3(4) (individual limits) and to Rule 4 (limit, on
use of new issue shares) the Board may grant an option to acquire shares
in the Company which satisfy the requirements of paragraphs 10 to 14 of
Schedule 9 (fully paid up, unrestricted, ordinary share capital), upon
the terms set out in this Scheme, to any individual who:
(a) is eligible to be granted an option in accordance with Rule 2 and
(b) has applied for an option and proposed to make a Savings Contract
in connection with it (with a Savings Body approved by the Board)
in the form and manner prescribed by the Board,
and for this purpose an option to acquire includes an option to purchase
and an option to subscribe.
TYPES OF OPTION
(2) The type of option to be granted to an individual, that is to say a
3-Year Option, a 5-Year Option, or a 7-Year Option, shall be determined
by the Board or, if the Board so permits, by the individual; and for
this purpose:
(a) a 3-YEAR OPTION is an option in connection with which a three
year Savings Contract is to be made and in respect of which,
subject to sub-rule 4(4), the repayment is to be taken as
including the bonus; and
(b) a 5-YEAR OPTION is an option in connection with which a five year
Savings Contract is to be made and in respect of which, subject
to sub-rule 4(4), the repayment is to be taken as including a
bonus other than the maximum bonus; and
(c) a 7-YEAR OPTION is an option in connection with which a five year
Savings Contract is to be made and in respect of which, subject
to sub-rule 4(4), the repayment is to be taken as including the
maximum bonus.
AMOUNT OF SAVINGS
(3) The amount of the monthly contribution under the Savings Contract to be
made in connection with an option granted to an individual shall,
subject to sub-rule 4(4), be the amount which the individual shall have
specified in his application for the option that he is willing to pay,
PROVIDED THAT, subject to sub-rule 3(4), if the amount so specified is
less than the MINIMUM PERMITTED AMOUNT or more than the MAXIMUM
PERMITTED AMOUNT, the amount so specified shall be taken to be the
minimum or maximum permitted amount as appropriate. For this purpose the
MINIMUM PERMITTED AMOUNT shall be pound sterling 5 (or such other amount
as may be specified for the purpose of paragraph 24(2)(b) of Schedule 9)
and the MAXIMUM PERMITTED AMOUNT shall be the maximum amount which:
(a) when aggregated with the amount of his monthly contributions
under any other Savings Contract linked to this Scheme or to any
other savings-related share
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option scheme approved under Schedule 9, does not exceed pound
sterling 250 or such other maximum amount as may for the time
being be permitted by paragraph 24(2)(a) of Schedule 9;
(b) does not exceed the maximum amount for the time being permitted
under the terms of the Savings Contract; and
(c) when aggregated with the amount of his monthly contributions
under any other Savings Contract linked to this Scheme, does not
exceed any maximum amount determined by the Board.
(4) In the event that, for any individual, the MINIMUM PERMITTED AMOUNT
shall be greater than the MAXIMUM PERMITTED AMOUNT, that individual
shall not enter into a Savings Contract and shall not be granted an
option.
NUMBER OF SHARES SUBJECT TO EACH OPTION
(5) The number of shares in respect of which an option may be granted to any
individual shall be the maximum number which can be paid for, at the
price determined under sub-rule 3(6) with monies equal to the amount of
the repayment due on the Bonus Date under the Savings Contract to be
made in connection with the option.
EXERCISE PRICE
(6) The price at which shares may be acquired by the exercise of options of
a particular type granted on any day shall be determined by the Board
and stated on that day, provided that:
(a) if shares of the same class as those shares are quoted in the
London Stock Exchange Daily Official List, the price shall not be
less than 80% of:
(i) the average of the middle-market quotations of shares of
that class (as derived from that List) on the [3] dealing
days last preceding the date on which invitations to
apply for the options were given pursuant to sub-rule
3(7) (or, at the Board's discretion, the average of such
quotations over up to 5 dealing days last preceding the
aforesaid date or such quotation on the dealing day last
preceding the aforesaid date), or
(ii) if the first of those dealing days (or the dealing day,
as the case may be) does not fall within the period of 30
days (or, where sub-rule 4(3) applies, 42 days) ending
with the day on which the options are granted or falls
prior to the date on which the Company last announced its
annual or half-yearly results, the average of the
middle-market quotations of shares of that class (as
derived from that List) on the [3] dealing days last
preceding the day on which the options are granted or on
such other dealing day or days as may be agreed in
advance with the Inland Revenue;
(b) if sub-rule 3(6)(a) does not apply, the price shall not be less
than 80% of the market value (within the meaning of Part VIII of
the Taxation of Chargeable Gains Act 1992) of shares of that
class, as agreed in advance for the purposes of this Scheme with
the Shares Valuation Division of the Inland Revenue, on -
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(i) the date on which invitations to apply for the
options were given pursuant to sub-rule 3(7) or
(ii) if that date does not fall within the period of 30 days
(or, where sub-rule 4(3) applies, 42 days) ending with
the day on which the options are granted, on the day on
which the options are granted or such other day as may be
agreed in advance with the Inland Revenue; and
(c) in the case of an option to acquire shares only by subscription,
the price shall not be less than the nominal value of those
shares (unless the Board are authorised to capitalise reserves).
INVITATIONS
(7) The Board shall ensure that, in relation to the grant of options on any
day:
(a) every individual who is eligible to be granted an option on that
day has been given an invitation;
(b) the invitation specifies a period of not less than 14 days in
which an application for an option may be made; and
(c) subject to sub-rule 3(4), every eligible individual who has
applied for an option as mentioned in sub-rule 3(1) is in fact
granted an option on that day.
TIMING OF INVITATIONS
(8) An invitation to apply for an option may only be given:
(a) within the period of 6 weeks beginning with -
(i) the date on which this Scheme is approved by the Inland
Revenue under Schedule 9; and thereafter
(ii) the dealing day next following the date on which the
Company announces its results for any period; or
at any other time when the Board considers that there are exceptional
circumstances; and
(b) within the period of 10 years beginning with the date on which
this Scheme is approved by the Company's shareholders.
OPTIONS NON-TRANSFERABLE
(9) An option granted to any person:
(a) shall not, except as provided in sub-rule 5(3), be capable of
being transferred by him; and
(b) shall lapse immediately if he is adjudged bankrupt.
4. LIMITS
(1) No options shall be granted in any year which would, at the time they
are granted, cause the number of shares in the Company which may be
allocated under this Scheme, or
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under any other employees' share scheme adopted by the Company, in the
period of 10 calendar years ending with that year under this Scheme to
exceed such number as represents 10 per cent. of the ordinary share
capital of the Company in issue at that time. Options granted prior to
14 March 2000 (the date on which shares in the Company were first
treated as the -- Stock Exercise) will be ignored for this limit.
(2) No options shall be granted to acquire a number of shares which exceeds
any number determined by the Board for this purpose.
SCALING DOWN APPLICATIONS
(3) If the grant of options on any day would but for this sub-rule cause
either of the limits to be exceeded, the provisions set out in sub-rule
4(4) or such other provisions as the Board may determine and agree with
the Inland Revenue before the grant of any such options is made shall be
successively applied (in the order in which they are set out or such
other order as the Board may determine, provided that a determination by
the Board under sub-rule 4(4)(e) may only be made after a determination
by the Board under sub-rules 4(4)(a) and 4(4)(b)) so far as is necessary
to ensure that the relevant limit is not exceeded.
(4) Those provisions are:
(a) unless sub-rule 4(4)(b) applies, the amount of the monthly
contribution determined under sub-rule 3(3) shall be taken as
successively reduced by 0.5 per cent. thereof, 1 per cent.
thereof, 1.5 per cent. thereof and so on and then rounded up to
the nearest pound, but shall not be reduced to less than the
minimum amount permitted under the terms of the Savings Contract;
(b) if the Board shall have decided that this paragraph is to apply,
for the purpose of determining the amount of the monthly
contribution, the maximum permitted amount referred to in
sub-rule 3(3) shall be taken as successively reduced by pound
sterling 1, pound sterling 2, pound sterling 3 and so on, but
shall not be reduced to less than the minimum amount permitted
under the terms of the Savings Contract;
(c) the repayment under the Savings Contract shall be taken as not
including a bonus;
(d) any option which would otherwise be a 7-Year Option shall be a
5-Year Option;
(e) any option which would otherwise be a 5-Year Option shall be a
3-Year Option;
(f) the Board shall not grant any options on the day in question.
(5) References in this Rule 4 to "allocation" shall mean, in relation to any
share option scheme, placing unissued shares under option and, in
relation to other types of employees' share scheme, the allotment and
issue of shares and references to "allocated" shall be construed
accordingly, provided that to the extent that the Board considers that
the exercise of options can be satisfied by the transfer of shares
already in issue those options shall not be treated as having being
granted over new issue shares.
5. EXERCISE OF OPTIONS
(1) The exercise of any option shall be effected in the form and manner
prescribed by the Board, provided that the monies paid for shares on
such exercise shall not exceed the amount of the repayment made and any
interest paid under the Savings Contract made in connection with the
option.
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NORMAL EARLIEST DATE FOR EXERCISE
(2) Subject to sub-rules 5(3) (death), 5(4) (termination of employment) and
5(6) (retirement following age [60]) and to Rule 6 (takeover etc), an
option shall not be capable of being exercised before the Bonus Date.
DEATH
(3) Subject to sub-rule 5(8) (termination of saving when option not
exercisable):
(a) if any Participant dies before the Bonus Date, any option granted
to him may (and must, if at all) be exercised by his personal
representatives within 12 months after the date of his death, and
(b) if he dies on or within 6 months after the Bonus Date, any option
granted to him may (and must, if at all) be exercised by his
personal representatives within 12 months after the Bonus Date,
provided in either case that his death occurs at a time when he either
holds the office or employment by virtue of which he is eligible to
participate in this Scheme or is entitled to exercise the option by
virtue of sub-rule 5(4).
CESSATION OF EMPLOYMENT
(4) Subject to sub-rule 5(7) (normal last date for exercise), if any
Participant ceases to hold the office or employment by virtue of which
he is eligible to participate in this Scheme (otherwise than by reason
of his death), the following provisions apply in relation to any option
granted to him:
(a) if he so ceases by reason of injury, disability, redundancy
within the meaning of the Employment Rights Act 1996, or
retirement on reaching the age of [60] or any other age at which
he is bound to retire in accordance with the terms of his
contract of employment, the option may (and subject to sub-rule
5(3) (death) must, if at all) be exercised within 6 months of his
so ceasing;
(b) if he so ceases by reason only that the office or employment is
in a company of which the Company ceases to have control, or
relates to a business or part of a business which is transferred
to a person who is neither an Associated Company of the Company
nor a company of which the Company has control, the option may
(and subject to sub-rule 5(3) (death) must, if at all) be
exercised within 6 months of his so ceasing;
(c) if he so ceases for any other reason within 3 years of the grant
of the option, the option may not be exercised at all;
(d) if he so ceases for any other reason (other than dismissal for
misconduct, in which event the option may not be exercised at
all) more than 3 years after the date of grant of the option the
option may (and subject to sub-rule 5(3) (death) must, if at all)
be exercised within 6 months of his so ceasing.
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EMPLOYMENT BY A NON-PARTICIPATING ASSOCIATED COMPANY
(5) Subject to sub-rule 5(7) (normal last date for exercise) and sub-rule
5(8) (termination of saving when option is not exercisable) if, at the
Bonus Date, a Participant holds an office or employment with a company
which is not a Participating Company but which is an Associated Company
or a company of which the Company has control, any option granted to him
may (and subject to sub-rule 5(3) (death) must, if at all) be exercised
within 6 months of the Bonus Date.
REACHING AGE 60 WHILST IN EMPLOYMENT
(6) Subject to sub-rule 5(7) (normal last date for exercise) and sub-rule
5(8) (termination of saving when option is not exercisable), where any
Participant continues to hold the office or employment by virtue of
which he is eligible to participate in this Scheme after the date on
which he reaches the age of [60], he may exercise any option within 6
months of that date.
NORMAL LAST DATE FOR EXERCISE
(7) Subject to sub-rule 5(3) (death), an option shall not be capable of
being exercised later than 6 months after the Bonus Date.
TERMINATION OF SAVING WHEN OPTION IS NOT EXERCISABLE
(8) Where, before an option has become capable of being exercised, the
Participant gives notice that he intends to stop paying monthly
contributions under the Savings Contract made in connection with the
option, or is deemed under its terms to have given such notice, or makes
an application for repayment of the monthly contributions paid under it,
the option may not be exercised at all.
CONTINUING EMPLOYMENT
(9) A Participant shall not be treated for the purposes of sub-rules 5(3)
and 5(4) as ceasing to hold the office or employment by virtue of which
he is eligible to participate in this Scheme until he ceases to hold an
office or employment in the Company or any Associated Company or company
of which the Company has control.
(10) A Participant shall not be eligible to exercise an option at any time:
(a) unless, subject to sub-rules 5(4) (cessation of employment) and
5(5) (employment by a non-participating associated company) he is
at that time a director or employee of a Participating Company;
(b) if he is not at that time eligible to participate in this Scheme
by virtue of paragraph 8 of Schedule 9 (material interest in
close company).
OPTIONS ONLY EXERCISABLE ONCE
(11) An option shall not be capable of being exercised more than once.
DELIVERY OF SHARES
(12) Within 30 days after an option has been exercised by any person, the
Board shall allot to him (or a nominee for him) or, as appropriate,
procure the transfer to him (or a nominee
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for him) of the number of shares in respect of which the option has been
exercised, provided that the Board considers that the issue or transfer
thereof would be lawful in all relevant jurisdictions.
RIGHTS ATTACHING TO NEWLY ISSUED SHARES
(13) All shares allotted under this Scheme shall rank equally in all respects
with shares of the same class then in issue except for any rights
attaching to such shares by reference to a record date before the date
of the allotment.
SHARES CEASING TO SATISFY STATUTORY REQUIREMENTS
(14) If the shares subject to an option cease to satisfy the requirements of
paragraphs 10 to 14 of Schedule 9 at any time after the Grant Date then:
(a) the Board shall as soon as practicable notify the Inland Revenue
of this;
(b) the Company will not be required to allot or procure the transfer
of shares which satisfy those requirements upon the exercise of
the option; and
(c) for the avoidance of doubt, all the options shall continue to
exist (although if the Inland Revenue withdraw their approval of
the Scheme under Schedule 9, it shall continue to exist as an
unapproved option).
6. TAKEOVER, RECONSTRUCTION AND WINDING UP
(1) If any person obtains control of the Company (within the meaning of
section 840 of the Taxes Act 1988) as a result of making a general offer
to acquire shares in the Company, or having obtained control makes such
an offer, the Board shall within 7 days of becoming aware thereof notify
every Participant thereof and, subject to sub-rules 5(3) (death), 5(4)
(cessation of employment), 5(7) (normal last date for exercise) and 5(8)
(termination of saving when option is not exercisable) any option may be
exercised within one month (or such longer period as the Board may
permit) of the notification, but not later than 6 months after that
person has obtained control.
(2) For the purposes of sub-rule 6(1) a person shall be deemed to have
obtained control of the Company if he and others acting in concert with
him have together obtained control of it.
(3) If any person becomes bound or entitled to acquire shares in the Company
under sections 428 to 430F of the Companies Act 1985, or if under
section 425 of that Act the Court sanctions a compromise or arrangement
proposed for the purposes of or in connection with a scheme for the
reconstruction of the Company or its amalgamation with any other company
or companies, or if the Company passes a resolution for voluntary
winding up, the Board shall forthwith notify every Participant thereof
and, subject to sub-rules 5(3) (death), 5(4) (cessation of employment),
5(7) (date for exercise) and 5(8) (termination of saving when option is
not exercisable)any option may be exercised within one month of the
notification, but to the extent that it is not exercised within that
period shall (notwithstanding any other provision of this Scheme) lapse
on the expiration of that period.
ROLLOVER OF OPTIONS
(4) If any company ("the acquiring company"):
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(a) obtains control of the Company as a result of making-
(i) a general offer to acquire the whole of the issued
ordinary share capital of the Company which is made on a
condition such that if it is satisfied the acquiring
company will have control of the Company, or
(ii) a general offer to acquire all the shares in the Company
which are of the same class as the shares which may be
acquired by the exercise of options granted under this
Scheme, or
(b) obtains control of the Company in pursuance of a compromise or
arrangement sanctioned by the court under section 425 of the
Companies Act 1985 or Article 418 of the Companies (Northern
Ireland) Order 1986, or
(c) becomes bound or entitled to acquire shares in the Company under
sections 428 to 430F of that Act or Articles 421 to 423 of that
Order,
any Participant may at any time within the appropriate period (which
expression shall be construed in accordance with paragraph 15(2) of
Schedule 9), by agreement with the acquiring company, release any option
which has not lapsed ("the old option") in consideration of the grant to
him of an option ("the new option") which (for the purposes of that
paragraph) is equivalent to the old option but relates to shares in a
different company (whether the acquiring company itself or some other
company falling within paragraph 10(b) or (c) of Schedule 9).
(5) The new option shall not be regarded for the purposes of sub-rule 6(4)
as equivalent to the old option unless the conditions set out in
paragraph 15(3) of Schedule 9 are satisfied, but so that the provisions
of this Scheme shall for this purpose be construed as if:
(a) the new option were an option granted under this Scheme at the
same time as the old option;
(b) except for the purposes of the definitions of "Participating
Company", "Associated Company" and "Subsidiary" in sub-rule 1(1)
and sub-rules 5(4)(b), 5(5) and 5(9) the expression "the Company"
were defined as "a company whose shares may be acquired by the
exercise of options granted under this Scheme";
(c) the Savings Contract made in connection with the old option had
been made in connection with the new option;
(d) the Bonus Date in relation to the new option were the same as
that in relation to the old option; and
(e) Rule 8(2) were omitted.
(6) This sub-rule shall apply if:
(a) an offer (as referred to in Rule 6(1)) is made or a compromise or
arrangement (as referred to in Rule 6(3)) is proposed which, if
accepted or approved by the Court (as the case may be), will
result in the Company being controlled by a new company;
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(b) at least 75% of the shares in the new company will be held by
persons who immediately before the offer or proposal was made
were shareholders in the Company; and
(c) before options become exercisable under Rule 6(1) or 6(3), a
notice is given to Participants of an offer to release them in
consideration of the grant of new options under Rule 6(4).
In this case, the original options shall not become exerciseable under
Rule 6(1) or 6(3) and, if the offer made under Rule 6(4) is not accepted
by the Participant in respect of any option during the appropriate
period (as referred to in rule 6(4)), that option shall lapse on the
expiry of that period.
7. VARIATION OF CAPITAL
(1) Subject to sub-rule 7(3), in the event of any variation of the share
capital of the Company, the Board may make such adjustments as it
considers appropriate under sub-rule 7(2).
(2) An adjustment made under this sub-rule shall be to one or more of the
following:
(a) the number of shares in respect of which any option may be
exercised;
(b) the price at which shares may be acquired by the exercise of any
option;
(c) where any option has been exercised but no shares have been
allotted or transferred pursuant to the exercise, the number of
shares which may be allotted or transferred and the price at
which they may be acquired.
(3) At a time when this Scheme is approved by the Inland Revenue under
Schedule 9, no adjustment under sub-rule 7(2) shall be made without the
prior approval of the Inland Revenue.
(4) An adjustment under sub-rule 7(2) may have the effect of reducing or
further reducing the price at which shares may be acquired by the
exercise of an option to less than their nominal value, but only if and
to the extent that the Board shall be authorised to capitalise from the
reserves of the Company a sum equal to the amount by which the nominal
value of the shares in respect of which the option is exercised exceeds
the price at which the shares may be subscribed for and to apply that
sum in paying up that amount on the shares; and so that on the exercise
of any option in respect of which such a reduction shall have been made
the Board shall capitalise that sum (if any) and apply it in paying up
that amount.
8. ALTERATIONS
(1) Subject to sub-rule 8(2), the Board may at any time alter this Scheme,
provided that no alteration shall be made at a time when this Scheme is
approved by the Inland Revenue under Schedule 9 without the prior
approval of the Inland Revenue.
(2) Subject to sub-rule 8(3), no alteration to the advantage of the persons
to whom options may be granted shall be made under sub-rule 8(1) to any
of the provisions concerning eligibility; the individual limit on
participation; the overall limits on the issue of shares; the terms of
options; the rights attaching to shares acquired on the exercise of
options; the adjustment of options in the event of a variation of
capital; or of this Rule, without
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the prior approval by ordinary resolution of the members of the Company
in general meeting.
(3) Sub-rule 8(2) shall not apply to any minor alteration to benefit the
administration of this Scheme, to take account of a change in
legislation or to obtain or maintain favourable tax, exchange control or
regulatory treatment for Participants, the Company or any Subsidiary.
9. MISCELLANEOUS
EMPLOYMENT RIGHTS
(1) The rights and obligations of any individual under the terms of his
office or employment with the Company or a Subsidiary shall not be
affected by his participation in this Scheme or any right which he may
have to participate in it, and an individual who participates in it
shall waive all and any rights to compensation or damages in consequence
of the termination of his office or employment for any reason whatsoever
insofar as those rights arise or may arise from his ceasing to have
rights under or be entitled to exercise any option as a result of such
termination.
INTERPRETATION
(2) In the event of any dispute or disagreement as to the interpretation of
this Scheme, or as to any question or right arising from or related to
this Scheme, the decision of the Board shall be final and binding upon
all persons.
COMMUNICATIONS
(3) Any notice or other communication under or in connection with this
Scheme may be given by personal delivery or by sending it by post, in
the case of a company to its registered office, and in the case of an
individual to his last known address, or, where he is a director or
employee of the Company or a Subsidiary, either to his last known
address or to the address of the place of business at which he performs
the whole or substantially the whole of the duties of his office or
employment.
GOVERNING LAW
(4) This Scheme and all options granted under it shall be governed by and
construed in accordance with the law of England and Wales.
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