Common use of PARTNERSHIP SHARES Clause in Contracts

PARTNERSHIP SHARES. 5.1 The Company may at any time invite every Qualifying Employee to enter into an agreement with the Company (a "Partnership Share Agreement") in the terms of the draft in the Appendix to these Rules. 5.2 Partnership Shares shall not be subject to any provision under which they may be forfeit. Maximum amount of deductions 5.3 The amount of Partnership Share Money deducted from an employee's Salary shall not exceed (Pounds)125 in any month or such other amount as may be permitted by the Schedule. If the Salary is not paid monthly, the (Pounds)125 limit shall be calculated proportionately. 5.4 The amount of Partnership Share Money deducted from an employee's Salary over an Accumulation Period shall not exceed 10% of the total of the payments of Salary made to such employee over that Accumulation Period or if there is no Accumulation Period, 10% of the Salary payment from which the deduction is made. 5.5 Any amount deducted in excess of that allowed by Rule 5.3 or 5.4 shall be paid over to the employee, subject to both deduction of income tax under PAYE and NICs, as soon as practicable. Minimum amount of deductions 5.6 The minimum amount to be deducted under the Partnership Share Agreement in any month shall be the same in relation to all Partnership Share Agreements entered into in response to invitations issued on the same occasion. It shall not be greater than (Pounds)10. Notice of possible effect of deductions on benefit entitlement 5.7 Every Partnership Share Agreement shall contain a notice under paragraph 38 of the Schedule. Restriction imposed on number of Shares awarded 5.8 The Company may specify the maximum number of Shares to be included in an Award of Partnership Shares. 5.9 The Partnership Share Agreement shall contain an undertaking by the Company to notify each Qualifying Employee of any restriction on the number of Shares to be included in an Award. 5.10 The notification in Rule 5.9 above shall be given if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Award. Plan with Accumulation Period 5.11 If there is an Accumulation Period, the Trustees shall acquire Shares on behalf of the Qualifying Employee, on the Acquisition Date, using the Partnership Share Money. 5.12 The number of Shares acquired on behalf of each Participant shall be determined by reference to the lower of: (a) the Market Value of the Shares at the beginning of the Accumulation Period; and (b) the Market Value of the Shares on the Acquisition Date. 5.13 If a transaction occurs during an Accumulation Period which results in a new holding of Shares being equated for the purposes of capital gains tax with any of the Shares to be acquired under the Partnership Share Agreement, the employee may agree that the Partnership Share Agreement shall have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding. Surplus Partnership Share Money 5.14 Any surplus Partnership Share Money remaining after the acquisition of Shares by the Trustees: (a) may, with the agreement of the Participant, be carried forward to the next Accumulation Period or the next deduction; and (b) in any other case, shall be paid over to the Participant, subject to both deduction of income tax under PAYE and NICs, as soon as practicable. Withdrawal from Partnership Share Agreement 5.15 An employee may withdraw from a Partnership Share Agreement at any time by notice in writing to the Company. Unless a later date is specified in the notice, such a notice shall take effect 30 days after the Company receives it. Any Partnership Share Money then held on behalf of an employee shall be paid over to that employee as soon as practicable. This payment shall be subject to income tax under PAYE and NICs. Repayment of Partnership Share Money on withdrawal of approval or Termination 5.16 If approval of the Plan is withdrawn or a Plan Termination Notice is issued in respect of the Plan, any Partnership Share Money held on behalf of employees shall be repaid to them as soon as practicable, subject to deduction of income tax under PAYE and NICs. Scaling down 5.17 If the Company receives applications for Partnership Shares exceeding the Award maximum determined in accordance with Rule 5.8 then the following steps shall be taken in sequence until the excess is eliminated. Step 1. the excess of the monthly deduction chosen by each applicant over (Pounds)10 shall be reduced pro rata; Step 2. all monthly deductions shall be reduced to (Pounds)10; Step 3. applications shall be selected by lot, each based on a monthly deduction of (Pounds)10. Each application shall be deemed to have been modified or withdrawn in accordance with the foregoing provisions, and each employee who has applied for Partnership Shares shall be notified of the change.

PARTNERSHIP SHARES. 5.1 The Company Committee may at any time invite every Qualifying Employee to enter into an agreement with the Company (a "Partnership Share Agreement") , should the Committee decide to offer Partnership Shares, in accordance with this Part of the Rules. The Committee shall determine whether there is to be an Accumulation Period. An Accumulation Period may be up to 12 months and shall apply equally to all Qualifying Employees in the terms of the draft in the Appendix to these RulesPlan. 5.2 Partnership Shares shall not be subject to any provision under which they may be forfeit. Maximum amount of deductionsMAXIMUM AMOUNT OF DEDUCTIONS 5.3 The amount of Partnership Share Money deducted from an employee's Salary shall not exceed (Pounds)125 pound sterling)125 in any month (or such other amount as may from time to time be permitted under paragraph 36(1) of the Schedule and approved by the ScheduleCommittee). If the Salary is not paid monthly, the (Pounds)125 applicable limit shall be calculated proportionately. 5.4 The amount of Partnership Share Money deducted from an employee's Salary over an Accumulation Period shall not exceed 10% (or such other percentage as may from time to time be permitted under paragraph 36(2) of the Schedule and approved by the Committee) of the total of the payments of Salary made to such employee over that Accumulation Period or if there is no Accumulation Period, 10% (or such other percentage as may be permitted under paragraph 36(2) of the Schedule) of the Salary payment from which the deduction is made. 5.5 Any amount deducted in excess of that allowed by Rule 5.3 or Rule 5.4 shall be paid over to the employee, subject to both deduction of income tax under PAYE and NICs, as soon as practicable. Minimum amount of deductionsMINIMUM AMOUNT OF DEDUCTIONS 5.6 The minimum amount to be deducted under the Partnership Share Agreement in any month shall be the same in relation to all Partnership Share Agreements entered into in response to invitations issued on the same occasion. It shall not be greater than (Pounds)10pound sterling)10. Notice of possible effect of deductions on benefit entitlementNOTICE OF POSSIBLE EFFECT OF DEDUCTIONS ON BENEFIT ENTITLEMENT 5.7 Every Partnership Share Agreement shall contain a notice under paragraph 38 of the Schedule. Restriction imposed on number of Shares awardedRESTRICTION IMPOSED ON NUMBER OF SHARES AWARDED 5.8 The Company Committee may specify the maximum number of Shares to be included in an Award of Partnership Shares. 5.9 The Partnership Share Agreement shall contain an undertaking by the Company to notify each Qualifying Employee of any restriction on the number of Shares to be included in an Award. 5.10 The notification in Rule 5.9 above shall be given given: (a) if there is no Accumulation Period, before the deduction of the Partnership Share Money relating to the Award; and (b) if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Award. Plan with Accumulation Period 5.11 If there is an Accumulation Period, the Trustees shall acquire Shares on behalf of the Qualifying Employee, on the Acquisition Date, using the Partnership Share Money. 5.12 The number of Shares acquired on behalf of each Participant shall be determined by reference to the lower of: (a) the Market Value of the Shares at the beginning of the Accumulation Period; and (b) the Market Value of the Shares on the Acquisition Date. 5.13 If a transaction occurs during an Accumulation Period which results in a new holding of Shares being equated for the purposes of capital gains tax with any of the Shares to be acquired under the Partnership Share Agreement, the employee may agree that the Partnership Share Agreement shall have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding. Surplus Partnership Share Money 5.14 Any surplus Partnership Share Money remaining after the acquisition of Shares by the Trustees: (a) may, with the agreement of the Participant, be carried forward to the next Accumulation Period or the next deduction; and (b) in any other case, shall be paid over to the Participant, subject to both deduction of income tax under PAYE and NICs, as soon as practicable. Withdrawal from Partnership Share Agreement 5.15 An employee may withdraw from a Partnership Share Agreement at any time by notice in writing to the Company. Unless a later date is specified in the notice, such a notice shall take effect 30 days after the Company receives it. Any Partnership Share Money then held on behalf of an employee shall be paid over to that employee as soon as practicable. This payment shall be subject to income tax under PAYE and NICs. Repayment of Partnership Share Money on withdrawal of approval or Termination 5.16 If approval of the Plan is withdrawn or a Plan Termination Notice is issued in respect of the Plan, any Partnership Share Money held on behalf of employees shall be repaid to them as soon as practicable, subject to deduction of income tax under PAYE and NICs. Scaling down 5.17 If the Company receives applications for Partnership Shares exceeding the Award maximum determined in accordance with Rule 5.8 then the following steps shall be taken in sequence until the excess is eliminated. Step 1. the excess of the monthly deduction chosen by each applicant over (Pounds)10 shall be reduced pro rata; Step 2. all monthly deductions shall be reduced to (Pounds)10; Step 3. applications shall be selected by lot, each based on a monthly deduction of (Pounds)10. Each application shall be deemed to have been modified or withdrawn in accordance with the foregoing provisions, and each employee who has applied for Partnership Shares shall be notified of the change.

PARTNERSHIP SHARES. 5.1 6.1 The Company Committee may at any time invite every Qualifying Employee to enter into an agreement with the Company (a "Partnership Share Agreement") , should the Committee decide to offer Partnership Shares, in accordance with this Part of the Rules. The Committee shall determine whether there is an Accumulation Period. An Accumulation Period may be up to 12 months and shall apply equally to all Qualifying Employees in the terms of the draft in the Appendix to these RulesPlan. 5.2 6.2 Partnership Shares shall not be subject to any provision under which they may be forfeit. Maximum amount of deductionsMAXIMUM AMOUNT OF DEDUCTIONS 5.3 6.3 The amount of Partnership Share Money deducted from an employee's Salary shall not exceed (Pounds)125 L125 in any month (or such other amount as may from time to time be permitted under paragraph 36(1) of the Schedule and approved by the ScheduleCommittee). If the Salary is not paid monthly, the (Pounds)125 applicable limit shall be calculated proportionately. 5.4 6.4 The amount of Partnership Share Money deducted from an employee's Salary over an Accumulation Period shall not exceed 10% (or such other percentage as may from time to time be permitted under paragraph 36(2) of the Schedule and approved by the Committee) of the total of the payments of Salary made to such employee over that Accumulation Period or if there is no Accumulation Period, 10% (or such other percentage as may be permitted under paragraph 36(2) of the Schedule) of the Salary payment from which the deduction is made. 5.5 6.5 Any amount deducted in excess of that allowed by Rule 5.3 6.3 or 5.4 Rule 6.4 shall be paid over to the employee, subject to both deduction of income tax under PAYE and NICs, as soon as practicable. Minimum amount of deductionsMINIMUM AMOUNT OF DEDUCTIONS 5.6 6.6 The minimum amount to be deducted under the Partnership Share Agreement in any month shall be the same in relation to all Partnership Share Agreements entered into in response to invitations issued on the same occasion. It shall not be greater than (Pounds)10L10. Notice of possible effect of deductions on benefit entitlementNOTICE OF POSSIBLE EFFECT OF DEDUCTIONS ON BENEFIT ENTITLEMENT 5.7 6.7 Every Partnership Share Agreement shall contain a notice under paragraph 38 of the Schedule. Restriction imposed on number of Shares awardedRESTRICTION IMPOSED ON NUMBER OF SHARES AWARDED 5.8 6.8 The Company Committee may specify the maximum number of Shares to be included in an Award of Partnership Shares. 5.9 6.9 The Partnership Share Agreement shall contain an undertaking by the Company to notify each Qualifying Employee of any restriction on the number of Shares to be included in an Award. 5.10 6.10 The notification in Rule 5.9 6.9 above shall be given given: (a) if there is no Accumulation Period, before the deduction of the Partnership Share Money relating to the Award; and (b) if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Award. Plan PLAN WITH NO ACCUMULATION PERIOD 6.11 The Trustees shall acquire Shares on behalf of the Qualifying Employee using the Partnership Share Money. They shall acquire the Shares on the Acquisition Date. The number of Shares awarded to each employee shall be determined in accordance with Accumulation Periodthe Market Value of the Shares on that date. PLAN WITH ACCUMULATION PERIOD 5.11 6.12 If there is an Accumulation Period, the Trustees shall acquire Shares on behalf of the Qualifying Employee, on the Acquisition Date, using the Partnership Share Money. 5.12 6.13 The number of Shares acquired on behalf of each Participant shall be determined by reference to the lower of: (a) the Market Value of the Shares at the beginning of the Accumulation Period; and (b) the Market Value of the Shares on the Acquisition Date. 5.13 6.14 If a transaction occurs during an Accumulation Period which results in a new holding of Shares being equated for the purposes of capital gains tax with any of the Shares to be acquired under the Partnership Share Agreement, the employee may agree that the Partnership Share Agreement shall have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding. Surplus Partnership Share MoneySURPLUS PARTNERSHIP SHARE MONEY 5.14 6.15 Any surplus Partnership Share Money remaining after the acquisition of Shares by the Trustees: (a) may, with the agreement of the Participant, be carried forward to the next Accumulation Period or OR the next deductiondeduction date ; and (b) in any other case, shall be paid over to the Participant, subject to both deduction of income tax under PAYE and NICs, as soon as practicable. Withdrawal from Partnership Share AgreementSCALING DOWN 5.15 An employee may withdraw from a Partnership Share Agreement at any time by notice in writing to the Company. Unless a later date is specified in the notice, such a notice shall take effect 30 days after the Company receives it. Any Partnership Share Money then held on behalf of an employee shall be paid over to that employee as soon as practicable. This payment shall be subject to income tax under PAYE and NICs. Repayment of Partnership Share Money on withdrawal of approval or Termination 5.16 If approval of the Plan is withdrawn or a Plan Termination Notice is issued in respect of the Plan, any Partnership Share Money held on behalf of employees shall be repaid to them as soon as practicable, subject to deduction of income tax under PAYE and NICs. Scaling down 5.17 6.16 If the Company receives applications for Partnership Shares exceeding the Award maximum determined in accordance with Rule 5.8 6.8 then the following steps shall be taken in sequence until the excess is eliminated. Step 1. the excess of the monthly deduction chosen by each applicant over (Pounds)10 L10 shall be reduced pro rata; Step 2. all monthly deductions shall be reduced to (Pounds)10L10; Step 3. applications shall be selected by lot, each based on a monthly deduction of (Pounds)10L10. Each application shall be deemed to have been modified or withdrawn in accordance with the foregoing provisions, and each employee who has applied for Partnership Shares shall be notified of the change.. STOPPING AND RE-STARTING DEDUCTIONS 6.17 An employee may stop and re-start deductions under a Partnership Share Agreement at any time by notice in writing to their employing company. Unless a later date is specified in the notice, such notice shall take effect as soon as practicable but in any event no later than 30 days after their employing company receives it. 32

PARTNERSHIP SHARES. 5.1 The Company may at any time Board can choose to invite every Qualifying Employee Eligible Employees to enter into an agreement a “Partnership Share Agreement” with the Company (a "in such time as the Board may prescribe to buy Partnership Share Agreement") Shares using amounts deducted from their pre-tax Salary in accordance with the terms provisions of the draft in the Appendix to these Rulesthis Part 5. 5.2 Partnership Shares shall not be subject to any provision under which they may be forfeit. 5.1 Maximum and Minimum amount of deductionspre-tax Salary that can be used to buy Partnership Shares 5.3 5.1.1 The amount of Partnership Share Money deducted from an employee's Eligible Employee’s pre-tax Salary shall to buy Partnership Shares must not exceed (Pounds)125 £1,500 in any month Year or such lower limit as the Board may specify from time to time (provided that the same limit must apply to all Eligible Employees) or such other amount limits as may be permitted specified by the Schedulestatute in respect of Partnership Shares from time to time. If the Salary is not paid monthly, the (Pounds)125 limit shall Different limits may be calculated proportionatelyspecified in relation to different awards of Shares. 5.4 5.1.2 The amount of Partnership Share Money deducted from an employee's Eligible Employee’s pre-tax Salary over an Accumulation Period shall to buy Partnership Shares must not exceed 10% of the total of the payments of pre-tax Salary made to such employee over that Accumulation Period or if there is no Accumulation Period, 10% of the Salary payment from which the deduction is mademade or the total pre-tax Salary payments made to the Eligible Employee over the Accumulation Period or such lower percentage as the Board may specify from time to time (provided that the same percentage must apply to all Eligible Employees) or such other percentage as may be specified by statute in respect of Partnership Shares. A different percentage may be specified in relation to different awards of Shares. 5.5 5.1.3 The Board can determine that the amount deducted from an Eligible Employee’s pre-tax Salary to buy Partnership Shares on any occasion may not be less than a specified sum (which cannot be more than £10 or such lower limit as is specified by statute in relation to Partnership Shares from time to time) provided that the same limit must apply to all Eligible Employees. 5.1.4 Any amount deducted in excess of that allowed by this Rule 5.3 or 5.4 shall 5.1 must be paid over to the employee, subject to both relevant individuals as soon as practicable and after the deduction of income tax under PAYE and NICs, as soon as practicable. Minimum amount of deductionsNational Insurance contributions. 5.6 5.1.5 The minimum amount to Board can determine that there will be deducted under the Partnership Share Agreement in any month shall be the same in relation to all Partnership Share Agreements entered into in response to invitations issued on the same occasion. It shall not be greater than (Pounds)10. Notice of possible effect of deductions on benefit entitlement 5.7 Every Partnership Share Agreement shall contain a notice under paragraph 38 of the Schedule. Restriction imposed on number of Shares awarded 5.8 The Company may specify the maximum number of Shares to be included in within an Award award of Partnership Shares. 5.9 The . If the Board so determines then Eligible Employees must be notified of this maximum in accordance with Rule 5.5. If the Board receives Partnership Share Agreement shall contain an undertaking by Agreements that would result in the Company to notify each Qualifying Employee aggregate number of any restriction on Shares acquired exceeding this maximum it can reduce the number of Shares to be included in an Award. 5.10 The notification in Rule 5.9 above shall be given if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Award. Plan with Accumulation Period 5.11 If there is an Accumulation Period, the Trustees shall acquire Shares on behalf of the Qualifying Employee, on the Acquisition Date, using the Partnership Share Money. 5.12 The number of Shares acquired on behalf of each Participant shall be determined by reference to the lower of:awarded as follows:- (a) the Market Value of the Shares at the beginning of the Accumulation Period; and (b) the Market Value of the Shares on the Acquisition Date. 5.13 If a transaction occurs during an Accumulation Period which results in a new holding of Shares being equated for the purposes of capital gains tax with excess over any of the Shares to be acquired under the Partnership Share Agreement, the employee may agree that the Partnership Share Agreement shall have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding. Surplus Partnership Share Money 5.14 Any surplus Partnership Share Money remaining after the acquisition of Shares minimum contribution set by the Trustees: (a) may, with the agreement of the Participant, be carried forward to the next Accumulation Period or the next deduction; and (b) in any other case, shall be paid over to the Participant, subject to both deduction of income tax under PAYE and NICs, as soon as practicable. Withdrawal from Partnership Share Agreement 5.15 An employee may withdraw from a Partnership Share Agreement at any time by notice in writing to the Company. Unless a later date is specified in the notice, such a notice shall take effect 30 days after the Company receives it. Any Partnership Share Money then held on behalf of an employee shall be paid over to that employee as soon as practicable. This payment shall be subject to income tax under PAYE and NICs. Repayment of Partnership Share Money on withdrawal of approval or Termination 5.16 If approval of the Plan is withdrawn or a Plan Termination Notice is issued in respect of the Plan, any Partnership Share Money held on behalf of employees shall be repaid to them as soon as practicable, subject to deduction of income tax under PAYE and NICs. Scaling down 5.17 If the Company receives applications for Partnership Shares exceeding the Award maximum determined in accordance with Rule 5.8 then the following steps shall be taken in sequence until the excess is eliminated. Step 1. the excess of the monthly deduction chosen by each applicant over (Pounds)10 shall be reduced pro rata; Step 2. all monthly deductions shall be reduced to (Pounds)10; Step 3. applications shall be selected by lot, each based on a monthly deduction of (Pounds)10. Each application shall be deemed to have been modified or withdrawn in accordance with the foregoing provisions, and each employee who has applied for Partnership Shares shall be notified of the change.Board under