UK SIP. (A) Effective on the Termination Date, applicable Share Plan Participants shall cease to participate in the UK SIP for administrative requirements prior to the Distribution Date, other than with respect to any final purchase that includes such participants’ contributions prior to the Termination Date. The Parent Group shall take all necessary actions to affect such cessation of participation by all applicable Share Plan Participants under the UK SIP, effective on the Termination Date. Following their cessation of participation in the UK SIP, all applicable Share Plan Participants shall receive their shares following the Distribution Date in accordance with the terms of the UK SIP and applicable Law. All Share Plan Participants whose employment or service with Parent and its Affiliates (other than SpinCo) is terminated as a result of the transactions contemplated by the Separation Agreement and who cease participating in the UK SIP and receive a distribution of shares following the Distribution Date as provided herein shall be deemed to be “good leavers” for purposes of the UK SIP.
UK SIP contributions and levies and agrees that the Sharesave Profit Payment will be of such amount as shall, after taking account of the optionholder’s liability to income tax and employee’s social security / levies deductions thereon, provide them with an after-tax amount equal to the amount of gain they would have received (on a tax-advantaged basis) had they exercised their option (by paying over all savings) over the full number of Biffa Shares otherwise available on maturity of the related savings contract or, if lower, up to the number of Biffa Shares which would have been available had the participants continued to save for a further six monthly savings contributions and had those Biffa Shares been acquired on the terms of the Scheme.
