SHARE SCHEMES Sample Clauses

SHARE SCHEMES. The Executive will be entitled to participate in such share schemes as the Client may operate upon such terms as the Board may from time to time determine and subject always to the rules and eligibility requirements of the scheme or schemes from time to time in force.

SHARE SCHEMES. 6.1 The Executive will be considered on an annual basis for participation in the Barclays PLC Incentive Share Option Plan subject to the rules of the plan in force from time to time. Any award by Barclays will be entirely at its discretion provided such discretion is exercised reasonably and in good faith having regard to status, responsibilities and Barclays Group performance as well as his own performance. Barclays reserves the right to withdraw, amend or replace the plan at any time.

SHARE SCHEMES. The provisions of Schedule 5 (Employee Share Schemes) set out the arrangements proposed in relation to the Prudential Incentive Plans.

SHARE SCHEMES. 13.1 The Executive shall be entitled to participate in the Company’s share and share option schemes in place from time to time (the “Share Schemes”). With respect to any award made to the Executive under a Share Scheme: (a) the number and value, vesting schedule, circumstances of exercise and all other terms and conditions of any award will be as determined in the Company’s sole discretion and set out in a separate letter from the Company to the Executive; (b) the award will be subject to the Executive entering into a joint election approved by HM Revenue & Customs with respect to secondary national insurance liability; (c) the making of any award under a Share Scheme shall not entitle the Executive to any further award or right to participate in any other Share Scheme; (d) subject to Clause 13.1(e), the Executive’s rights under or in relation to this Agreement are separate from and shall not be affected by any participation in the Share Schemes, and his participation shall be subject to the Share Schemes’ rules from time to time; (e) subject to Clause 14, if the Employment is terminated for whatever reason and whether lawfully or unlawfully, the Executive agrees that he shall not be entitled by way of damages for breach of contract, dismissal or compensation for loss of office or otherwise to any sum, shares or other benefits to compensate him for the loss or diminution in value of any actual or prospective rights, benefits or expectations under or in relation to the Share Schemes. 13.2 As soon as reasonably practicable after the Commencement Date having regard to the Company’s Share Dealing Policy, the Company shall grant to the Executive an option to subscribe for a total of 15,000,000 ordinary shares in the capital of the Company exercisable at a price equal to 120% of the closing price of the Company’s shares traded on the AIM stock exchange on the last trading day immediately before the Commencement date. Such options will vest in equal proportions on the first, second and third anniversary of the Commencement Date. Subject to vesting, the options will be exerciseable at any time up to the tenth anniversary of the date of grant.

SHARE SCHEMES. It is acknowledged that you may, during the Employment, be granted rights upon the terms and subject to the conditions of the rules from time to time of the Reuters Group PLC Long Term Incentive Plan or any other profit sharing, share incentive, share option, bonus or phantom option scheme operated by the Company or any other Group Company with respect to shares in the Company or any other Group Company. If, on termination of the Employment and any other employment within the Group,, whether lawfully or in breach of contract you lose any of the rights or benefits under such schemes (including rights or benefits which you would not have lost had the Employment and any other employment within the Group, not been terminated) you shall not be entitled, by way of compensation for loss of office or otherwise howsoever, to any compensation for the loss of any rights under any such scheme.

SHARE SCHEMES. 5.11.1 The Seller shall accelerate the conditions for the vesting of any Restricted Stock Units awarded to any director or employee of any Target Company or any Embedded NSC so that such Restricted Stock Units and Stock Options shall vest prior to Completion. 5.11.2 The Seller shall: (a) withhold any Tax that is to be duly paid or accounted for to any Tax Authority in any relevant jurisdiction arising as a direct result of the vesting of the Restricted Stock Units prior to Completion; and (b) pay any liability to Tax of any Target Company that arises as a direct result of the vesting of the Restricted Stock Units and delivery of the shares subject to the Restricted Stock Units prior to Completion. 5.11.3 The Buyer or the relevant member of the Buyer’s Group, as the case may be, after Completion, shall procure that the relevant Target Company shall: (a) reclaim any Tax from the relevant director or employee that is to be duly paid or that is to be accounted for to any Tax Authority in any relevant jurisdiction as a result of the Stock Options awarded to any such director or any employee of any Target Company or any Embedded NSC; and (b) pay or procure the payment of any liability to Tax of any Target Company that arises as a result of the Stock Options. 5.11.4 The Seller shall provide the Buyer with sufficient information to enable the Buyer or the relevant member of the Buyer’s Group to fulfil its obligations to the relevant Tax Authority in relation to the Stock Options. 5.11.5 The Seller shall: (a) withhold any Tax that is to be duly paid or that is to be accounted for to any Tax Authority in any relevant jurisdiction as a result of the award of any Performance Stock Right; (b) provide such amount withheld in Clause 5.11.5(a) above to the Buyer in a timely manner so that the Buyer shall account to the relevant Tax Authority in any relevant jurisdiction in respect thereof; and (c) provide the Buyer with sufficient information to enable the Buyer or the relevant member of the Buyer’s Group to fulfil its obligations to the relevant Tax Authority in relation to the Performance Stock Rights. 5.11.6 The Buyer or the relevant member of the Buyer’s Group shall after Completion pay or shall procure that the relevant Target Company shall pay or procure the payment of, any Tax liability of any Target Company that arises as a result of the award of the Performance Stock Rights.

SHARE SCHEMES. The provisions of Schedule 2 to this letter (Share Schemes and Employee Matters) shall apply in respect of the Share Schemes and the employees of the Group to the extent set out therein.

SHARE SCHEMES. 10.1 Any shares or share options which the Executive has at the Commencement Date under any of the Group's share plans will be unaffected by this Agreement. 10.2 For so long as the Employment continues, the Executive shall continue to be eligible to receive additional awards under the Group's relevant share plans as they may exist from time to time in accordance with the rules of such plans and the Employer will use reasonable endeavours to procure that any discretion relating to the grant of additional awards to the Executive is exercised reasonably and in good faith and that the Executive is treated no less favourably than other executive directors of HSBC. 10.3 Following any termination of the Employment (provided it has not been terminated by the Company by reason of gross misconduct or pursuant to clause 13.1(b)), the Employer shall use all reasonable endeavours to procure that in relation to any long term, share, share option or share award incentive plans where there is discretion to treat the Executive as a good leaver that discretion shall be exercised in his favour such that he shall become entitled to the maximum permissible under such plans. Back to Contents

SHARE SCHEMES. 19.1 This clause 19 shall apply in circumstances where the Purchaser and any member of the Purchaser’s Group is responsible for withholding tax and/or Pay As You Earn and/or social security liabilities incurred in the United Kingdom or elsewhere resulting from, or otherwise in connection with, the participation at Completion of any of the employees, or former employees of the Group (which shall for these purposes include any employees whose employment is transferred, whether before Completion or otherwise, to a member of the Group) in any share incentive or share option scheme operated by the Seller (together, “the Schemes”). (A) The Seller undertakes to notify the Purchaser if any employee or former employee shall seek to exercise any option or shall have an award which vests under the Schemes and shall provide sufficient and timely information, in order for the Purchaser to undertake the calculation provided for in (B) below, relating to the identity of the employee or former employee, the number of shares involved, the exercise price (if any) and the date of vesting or exercise. (B) The Purchaser shall then provide the Seller with sufficient and timely information to indicate the relevant amount of its liability to account for any payment of tax and/or social security liabilities due as a result of, or otherwise in connection with, the exercise of the options or vesting of the award by any of the employees or former employees of the Group. (C) Subject to receipt of the information from the Purchaser under (B) above where authorised to do so by the relevant employee or the rules of the relevant Scheme and where applicable, the Seller shall arrange for the sale of sufficient of the shares acquired pursuant to any Scheme to produce net cash proceeds to meet the amount of any employee taxation (including employee’s National Insurance Contributions) which is required to be accounted for by the Purchaser, or any member of the Purchaser’s Group, and will remit the proceeds of sale to the Purchaser; and (D) The Purchaser (or the relevant member of the Purchaser’s Group) will apply the proceeds of sale received from the Seller to fully discharge the employee taxation liability and account for the same to the relevant tax authorities. 19.3 In circumstances where this clause applies the Seller shall pay to the Purchaser by way of an adjustment of the Consideration on an After-Tax basis an amount equal to any employer’s national insurance contributions for which an...

SHARE SCHEMES. 16.1 The Company is not a participating company in any scheme approved under section 185 or 186 of ICTA. 16.2 The Company has not established or contributed to a qualifying employees share ownership trust as defined in schedule 5 of the Finance Act 0000.