XXXXXX LABORATORIES
AND
ABBOTT INTERNATIONAL LIMITED
AND
MEDISENSE UK LIMITED
AND
XXXXXX LABORATORIES LIMITED
AND
MUREX BIOTECH LIMITED
AND
COMPUTERSHARE TRUSTEES LIMITED
--------------------------------------------------------------------------------
TRUST DEED AND RULES
OF THE
ABBOTT LABORATORIES
EMPLOYEE SHARE OWNERSHIP PLAN
--------------------------------------------------------------------------------
ADOPTED BY THE COMPANY ON ________________ 2001
APPROVED UNDER SCHEDULE 8 FINANCE XXX 0000 BY THE BOARD OF INLAND REVENUE
ON ________________ 2001
UNDER REFERENCE A1235/SY
THE XXXXXX LABORATORIES
EMPLOYEE SHARE OWNERSHIP PLAN
1. PURPOSE
2. STATUS
3. DECLARATION OF TRUST
4. NUMBER OF TRUSTEES
5. INFORMATION
6. RESIDENCE OF TRUSTEES
7. CHANGE OF TRUSTEES
8. INVESTMENT AND DEALING WITH TRUST ASSETS
9. LOANS TO TRUSTEES
10. SHARES FROM QUALIFYING SHARE OWNERSHIP TRUSTS
11. TRUSTEES' OBLIGATIONS UNDER THE PLAN
12. POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE
13. POWER TO AGREE MARKET VALUE OF SHARES
14. PERSONAL INTEREST OF TRUSTEES
15. TRUSTEES' MEETINGS
16. SUBSIDIARY COMPANIES
17. EXPENSES OF PLAN
18. TRUSTEES' LIABILITY AND INDEMNITY
19. COVENANT BY THE PARTICIPATING COMPANIES
20. ACCEPTANCE OF GIFTS
21. TRUSTEES' LIEN
22. AMENDMENTS TO THE PLAN
1
23. TERMINATION OF THE PLAN
24. NOTICES
25. PROPER LAW
2
THIS DEED made on ________________ 2001
BETWEEN
(1) XXXXXX LABORATORIES whose executive office is situated at 000 Xxxxxx Xxxx
Xxxx, Xxxxxx Xxxx, Xxxxxxxx 00000-0000, XXX (hereinafter called "the
Company")
and
(2) ABBOTT INTERNATIONAL LIMITED whose executive office is at 000 Xxxx Xxxx,
Xxxxxx Xxxx, Xxxxxxxx 00000-0000 and MEDISENSE UK LIMITED whose registered
office is at 00/00 Xxxxxx Xxx, Xxxxxxxx, Xxxx, XX00 0XX and XXXXXX
LABORATORIES LIMITED whose registered office is at Xxxxx Xxxx,
Xxxxxxxxxxxxx, Xxxx, XX00 0X00 and MUREX BIOTECH LIMITED whose registered
office is at Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx, Xxxx, XX0 0XX
(hereinafter together with the Company called "the Participating
Companies")
and
(3) COMPUTERSHARE TRUSTEES LIMITED whose registered office is at 0xx Xxxxx,
Xxxxxxx Xxxxx, Xxxxxx Xxxxx, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX
(hereinafter called "the Trustees").
1. PURPOSE
The purpose of this Deed is to establish a trust for the employee share
ownership plan known as the Xxxxxx Laboratories Employee Share Ownership
Plan ("the Plan") which satisfies Schedule 8 to the Finance Xxx 0000.
2. STATUS
The Plan consists of this Deed and the attached Rules and Appendices. The
definitions in the Rules apply to this Deed. The Committee shall from time
to time determine which of parts A to D of the Rules shall have effect.
Where the Committee determines that part B shall have effect it shall also
specify whether there is to be an Accumulation Period of up to 12 months,
which shall apply equally to all Qualifying Employees in the Plan.
3. DECLARATION OF TRUST
3.1 The Participating Companies and the Trustees have agreed that all the
Shares and other assets which are issued to or transferred to
3
the Trustees are to be held on the trusts declared by this Deed, and
subject to the terms of the Rules. When Shares or assets are transferred to
the Trustees by the Participating Companies with the intention of being
held as part of the Plan they shall be held upon the trusts and provisions
of this Deed and the Rules.
3.2 The Trustees shall hold the Trust Fund upon the following trusts namely:
(a) as to Shares which have not been awarded to Participants ("Unawarded
Shares") upon trust during the Trust Period to allocate those Shares
in accordance with the terms of this Deed and the Rules;
(b) as to Shares which have been awarded to a Participant ("Plan Shares")
upon trust for the benefit of that Participant on the terms and
conditions set out in the Rules;
(c) as to Partnership Share Money upon trust to purchase Shares for the
benefit of the contributing Qualifying Employee in accordance with the
Rules; and
(d) as to other assets ("Surplus Assets") upon trust to use them to
purchase further Shares to be held on the trusts declared in (a)
above, at such time during the Trust Period and on such terms as the
Trustees in their absolute discretion think fit
3.3 The income of Unawarded Shares and Surplus Assets shall be accumulated by
the Trustees and added to, and held upon the trusts applying to, Surplus
Assets.
3.4 The income of Plan Shares and Partnership Share Money shall be dealt with
in accordance with the Rules.
3.5 The perpetuity period and the Trust Period in respect of the trusts and
powers declared by this Deed and the Rules shall be the period of 80 years
from the date of this Deed.
4. NUMBER OF TRUSTEES
Unless a corporate Trustee is appointed, there shall always be at least two
Trustees. Where there is no corporate Trustee, and the number of Trustees
falls below two, the continuing Trustee has the power to act only to
achieve the appointment of a new Trustee.
4
5. INFORMATION
5.1 The Trustees shall be entitled to rely without further enquiry on all
information supplied to them by the Participating Companies with regard to
their duties as Trustees and in particular, but without prejudice to the
generality of the foregoing, any notice given by a Participating Company to
the Trustees in respect of the eligibility of any person to become or
remain a Participant shall be conclusive in favour of the Trustees.
5.2 Except as otherwise provided, the Trustees may in their discretion agree
with the Committee, the Company or any of the Participating Companies
matters relating to the operation and administration of the Trust as they
may consider advisable in the interest of the Trust and so that no person
claiming an interest under this Trust shall be entitled to question the
legality or correctness of any arrangement or agreement made between the
Committee, the Company or any of the Participating Companies and the
Trustees in relation to such operation or administration.
5.3 The decision of the Committee in any dispute affecting Participants or
Participating Companies shall be final and conclusive.
5.4 The Trustees may employ on such terms as the Committee may agree as to
remuneration, any agent or agents to transact all or any business of
whatsoever nature required to be done in the proper administration of the
Trust.
6. RESIDENCE OF TRUSTEES
Every Trustee shall be resident in the United Kingdom. The Company shall
immediately remove any Trustee who ceases to be so resident and, if
necessary, appoint a replacement.
7. CHANGE OF TRUSTEES
The Committee has the power to appoint or remove any Trustee for any reason
on one month's notice given in writing to the Trustee. The change of
Trustee shall be effected by deed. Any Trustee may resign on one month's
notice given in writing to the Committee, provided that there will be at
least two Trustees or a corporate Trustee immediately after the retirement.
8. INVESTMENT AND DEALING WITH TRUST ASSETS
8.1 Save as otherwise provided for by the Plan the Trustees shall not sell or
otherwise dispose of Plan Shares.
5
8.2 The Trustees shall obey any directions given by a Participant in accordance
with the Rules in relation to his Plan Shares and any rights and income
relating to those Shares. In the absence of any such direction, or
provision by the Plan, the Trustees shall take no action. If no directions
are received from Participants in relation to the action they wish the
Trustees to take in voting their Plan Shares, those Shares will not be
voted.
8.3 The Participating Companies shall, as soon as practicable after deduction
from Salary, pass the Partnership Share Money to the Trustees who will put
the money into an account with:
(a) an institution authorised under the Banking Xxx 0000;
(b) a building society; or
(c) a relevant European institution,
until it is either used to acquire Partnership Shares on the Acquisition
Date, or, in accordance with the Plan, returned to the individual from
whose Salary the Partnership Share Money has been deducted.
The Trustees shall pass on any interest arising on this invested money to
the individual from whose Salary the Partnership Share Money has been
deducted at least once in each calendar year. The Trustees are, however,
not obliged to keep monies in an interest bearing account.
8.4 The Trustees may either retain or sell Unawarded Shares at their absolute
discretion. The proceeds of any sale of Unawarded Shares shall form part of
Surplus Assets.
8.5 The Trustees shall have all the powers of investment of a beneficial owner
in relation to Surplus Assets.
8.6 The Trustees shall not be under any liability to the Participating
Companies or to current or former Qualifying Employees by reason of a
failure to diversify investments, which results from the retention of Plan
Shares or Unawarded Shares.
8.7 The Trustees are not required to interfere in the management or conduct of
the business of the Company regardless of the size of the Trustees' holding
of Shares, and will not be obliged to seek information about the affairs of
the Company and may leave the
6
conduct of the Company's business wholly to the directors or management of
the Company.
8.8 The Trustees may delegate powers, duties or discretions to any persons and
on any terms. No delegation made under this Clause shall divest the
Trustees of their responsibilities under this Deed or under the Schedule.
The Trustees may allow any Shares to be registered in the name of an
appointed nominee provided that such Shares shall be registered in a
designated account. Such registration shall not divest the Trustees of
their responsibilities under this Deed or the Schedule.
The Trustees may at any time, and shall if the Committee so decides, revoke
any delegation made under this Clause or require any Plan assets held by
another person to be returned to the Trustees, or both.
9. LOANS TO TRUSTEES
The Trustees shall have the power to borrow money, with the written consent
of the Company, for the purpose of:
(a) acquiring Shares; and
(b) paying any other expenses properly incurred by the Trustees in
administering the Plan.
Where a loan is to be provided by the Company or an Associated Company then
it shall be made pursuant to a written loan agreement.
10. SHARES FROM QUALIFYING SHARE OWNERSHIP TRUSTS
Where Shares are transferred to the Trustees in accordance with paragraph
76 of the Schedule, they shall award such Shares only as Free Shares and
Matching Shares, and in priority to other available Shares.
7
11. TRUSTEES' OBLIGATIONS UNDER THE PLAN
NOTICE OF AWARD OF FREE SHARES AND MATCHING SHARES
11.1 As soon as practicable after Free Shares and Matching Shares have been
awarded to a Participant, the Trustees shall give the Participant a notice
stating:
(a) the number and description of those Shares;
(b) their Initial Market Value on the date of Award; and
(c) the Holding Period applicable to them.
NOTICE OF AWARD OF PARTNERSHIP SHARES
11.2 As soon as practicable after any Partnership Shares have been acquired for
a Participant and at least once in every six months, the Trustees shall
give the Participant a notice stating:
(a) the number and description of those Shares;
(b) the amount of money applied by the Trustees in acquiring those Shares
on behalf of the Participant; and
(c) the Market Value at the Acquisition Date.
NOTICE OF ACQUISITION OF DIVIDEND SHARES
11.3 As soon as practicable after Dividend Shares have been acquired on behalf
of a Participant, the Trustees shall give the Participant a notice stating:
(a) the number and description of those Shares;
(b) their Market Value on the Acquisition Date;
(c) the Holding Period applicable to them; and
(d) any amount not reinvested and carried forward for acquisition of
further Dividend Shares.
NOTICE OF ANY FOREIGN TAX DEDUCTED BEFORE DIVIDEND PAID
11.4 Where any foreign cash dividend is received in respect of Plan Shares held
on behalf of a Participant, the Trustees shall give the
8
Participant notice of the amount of any foreign tax deducted from the
dividend before it was paid.
RESTRICTIONS DURING THE HOLDING PERIOD
11.5 During the Holding Period the Trustees shall not dispose of any Free
Shares, Matching Shares or Dividend Shares (whether by transfer to the
employee or otherwise) except as allowed by the following paragraphs of the
Schedule:
(a) paragraph 32 (power of Trustees to accept general offers);
(b) paragraph 72 (power of Trustees to raise funds to subscribe for rights
issue);
(c) paragraph 73 (meeting PAYE obligations); and
(d) paragraph 121(5) (termination of plan: early removal of shares with
Participant's consent).
PAYE LIABILITY ETC.
11.6 The Trustees may dispose of a Participant's Shares or accept a sum from the
Participant in order to meet any PAYE liability in the circumstances
provided in paragraph 95 of the Schedule (PAYE: shares ceasing to be
subject to the plan) and any employee's NICs liability.
Where the Trustees receive a sum of money which constitutes a Capital
Receipt in respect of which a Participant is chargeable to income tax under
Schedule E, the Trustees shall pay to the employer a sum equal to that on
which income tax is so payable.
The Trustees shall maintain the records necessary to enable them to carry
out their PAYE and NICs obligations, and the PAYE and employee's NICs
obligations of the employer company so far as they relate to the Plan.
Where the Participant becomes liable to income tax under Schedule E, Case V
of Schedule D, or Schedule F of ICTA 1988, the Trustees shall inform the
Participant of any facts which are relevant to determining that liability.
MONEY'S WORTH RECEIVED BY TRUSTEES
11.7 The Trustees shall pay over to the Participant as soon as is practicable,
any money or money's worth received by them in
9
respect of or by reference to any Shares, other than new shares within
paragraph 115 of the Schedule (company reconstructions). This is subject
to:
(a) the provisions of Part VII of the Schedule (dividend reinvestment);
(b) the Trustees obligations under paragraphs 95 and 96 of the Schedule
(PAYE: obligations to make payments to employer); and
(c) the Trustees' PAYE obligations.
GENERAL OFFERS
11.8 If any offer, compromise, arrangement or scheme is made which affects the
Free, Matching, Partnership or Dividend Shares the Trustees shall notify
Participants. Each Participant may direct how the Trustees shall act in
relation to that Participant's Plan Shares. In the absence of any
direction, the Trustees shall take no action.
12. POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE
If instructed by a participant in respect of their Plan Shares the Trustees
may dispose of some of the rights under a rights issue arising from those
Shares to obtain enough funds to exercise the remaining rights.
The rights referred to are the rights to buy additional shares or rights in
the same company.
13. POWER TO AGREE MARKET VALUE OF SHARES
Where the Market Value of Shares is to be determined for the purposes of
the Schedule, the Trustees may agree with the Inland Revenue that it shall
be determined by reference to such date or dates, or to an average of the
values on a number of dates, as specified in the agreement.
14. PERSONAL INTEREST OF TRUSTEES
Trustees, and directors, officers or employees of a corporate Trustee,
shall not be liable to account for any benefit accruing to them by virtue
of their:
10
(a) participation in the Plan as a Qualifying Employee;
(b) ownership, in a beneficial or fiduciary capacity, of any shares or
other securities in any Participating Company;
(c) being a director or employee of any Participating Company, being a
creditor, or being in any other contractual relationship with any such
company.
15. TRUSTEES' MEETINGS
If and so long as there is more than one Trustee, the Trustees shall hold
meetings as often as is necessary for the administration of the Plan. There
shall be at least two Trustees present at a meeting and the Trustees shall
give due notice to all the Trustees of such a meeting. Decisions made at
such a meeting by a majority of the Trustees present shall be binding on
all the Trustees. A written resolution signed by all the Trustees shall
have the same effect as a resolution passed at a meeting.
16. SUBSIDIARY COMPANIES
Any Subsidiary (in addition to those Subsidiaries which are parties to this
Deed) may with the agreement of the Committee become a party to this Deed
and the Plan by executing a deed of adherence agreeing to be bound by the
Deed and Rules.
A Participating Company that ceases to be a Subsidiary shall cease to be a
Participating Company.
17. EXPENSES OF PLAN
The Participating Companies shall meet the costs of the preparation and
administration of this Plan.
18. TRUSTEES' LIABILITY AND INDEMNITY AND FEES
18.1 The Participating Companies shall jointly and severally indemnify each of
the Trustees, and the directors, officers and employees of a corporate
Trustee, against any expenses and liabilities which are incurred through
acting as a Trustee of the Plan and which cannot be recovered from the
Trust Fund and in respect of indemnities conferred upon the Trustees by law
and the Trustee Xxx 0000. This does not apply to expenses and liabilities
which are incurred through fraud, wilful wrongdoing or negligence or are
covered by insurance under Clause 18.3 below.
11
18.2 No Trustee shall be personally liable for any breach of trust (other than
through fraud, wilful wrongdoing or negligence) over and above the extent
to which the Trustee, and the directors, officers and employees of a
corporate Trustee, are indemnified by the Participating Companies in
accordance with Clause 18.1 above.
18.3 A non-remunerated Trustee may insure the Plan against any loss caused by
him or any of his employees, officers, agents or delegates. A
non-remunerated Trustee may also insure himself and any of these persons
against liability for breach of trust not involving fraud or wilful
wrongdoing or negligence of the Trustee or the person concerned.
18.4 A Trustee who carries on a profession or business may charge for services
rendered on a basis agreed with the Participating Companies. A firm or
company in which a Trustee is interested or by which he is employed may
also charge for services rendered on this basis and may, unless otherwise
agreed, act in accordance with its general terms and conditions from time
to time in force.
19. COVENANT BY THE PARTICIPATING COMPANIES
The Participating Companies hereby jointly and severally covenant with the
Trustees that they shall pay to the Trustees all sums which they are
required to pay under the Rules and shall at all times comply with the
Rules.
20. ACCEPTANCE OF GIFTS
The Trustees may accept gifts of Shares and other assets which shall be
held upon the trusts declared by Clause 3.1 or 3.2 as the case may be.
21. TRUSTEES' LIEN
The Trustees' lien over the Trust Fund in respect of liabilities incurred
by them in the performance of their duties (including the repayment of
borrowed money and tax liabilities) shall be enforceable subject to the
following restrictions:
(a) the Trustees shall not be entitled to resort to Partnership Share
Money for the satisfaction of any of their liabilities; and
(b) the Trustees shall not be entitled to resort to Plan Shares for the
satisfaction of their liabilities except to the extent that this is
permitted by the Plan.
12
22. AMENDMENTS TO THE PLAN
The Committee may, with the Trustees' written consent, from time to time
amend the Plan provided that:
(a) no amendment which would adversely prejudice to a material extent the
rights attaching to any Plan Shares awarded to or acquired by
Participants may be made nor may any alteration be made giving to
Participating Companies a beneficial interest in Plan Shares, and
(b) if the Plan is approved by the Inland Revenue at the time of an
amendment or addition, any amendment or addition to a "key feature"
(as defined in paragraph 118(3)(a) of the Schedule) of the Plan shall
not have effect unless and until the written approval of the Inland
Revenue has been obtained in accordance with paragraph 4 of the
Schedule; and
(c) any amendment to the Deed shall be made by supplemental deed; and
(d) any amendment to the Rules may be made by supplemental deed or
resolution of the Committee.
23. TERMINATION OF THE PLAN
23.1 The Plan shall terminate:
(a) in accordance with a Plan Termination Notice issued by the Committee
acting on behalf of the Company to the Trustees under paragraph 120 of
the Schedule; or
(b) if earlier, on the expiry of the Trust Period.
23.2 The Committee shall immediately upon executing a Plan Termination Notice
provide a copy of the notice to the Trustees, the Inland Revenue and each
individual for whom the Trustees hold Plan Shares or who has entered into a
Partnership Share Agreement which was in force immediately before the Plan
Termination Notice was issued.
23.3 Upon the issue of a Plan Termination Notice or upon the expiry of the Trust
Period paragraph 121 of the Schedule shall have effect.
13
23.4 Any Shares or other assets which remain undisposed of after the
requirements of paragraph 121 of the Schedule have been complied with shall
be held by the Trustees upon trust to pay or apply them to or for the
benefit of the Participating Companies as at the termination date in such
proportion, having regard to their respective contributions, as the
Trustees shall in their absolute discretion think appropriate.
24. NOTICES
Each advice, request, or other communication to be given or made under the
Plan shall be in writing and delivered or sent to the relevant party at its
address as notified to the other party. The Committee may appoint a
Participating Company to act as agent for service in the United Kingdom. To
the extent agreed by the Committee and the Trustees, communications between
the parties to this Deed and to Participants may also be by electronic
means.
25. PROPER LAW
This Deed and the Rules of the Plan shall be governed by and construed in
accordance with the laws of England and Wales.
IN WITNESS whereof this deed has been executed and delivered the day and
year first above written.
Executed as a Deed on behalf of
XXXXXX LABORATORIES by:
Director
--------------------------------------------
Authorised Signatory
--------------------------------
Executed as a Deed on behalf of
ABBOTT INTERNATIONAL LIMITED by:
Director
--------------------------------------------
Authorised Signatory
--------------------------------
14
Executed as a Deed on behalf of
MEDISENSE UK LIMITED by:
Director
--------------------------------------------
Director/Secretary
----------------------------------
Executed as a Deed on behalf of
XXXXXX LABORATORIES LIMITED by:
Director
--------------------------------------------
Director/Secretary
----------------------------------
Executed as a Deed on behalf of
MUREX BIOTECH LIMITED by:
Director
--------------------------------------------
Director/Secretary
----------------------------------
The Common Seal of
COMPUTERSHARE TRUSTEES LIMITED
was hereunto affixed in the presence of:
Director
--------------------------------------------
Director/Secretary
----------------------------------
15
RULES OF THE XXXXXX LABORATORIES
EMPLOYEE SHARE OWNERSHIP PLAN
1. DEFINITIONS
2. PURPOSE OF THE PLAN
3. ELIGIBILITY OF INDIVIDUALS
4. PARTICIPATION ON SAME TERMS
5. FREE SHARES (PART A)
6. PARTNERSHIP SHARES (PART B)
7. MATCHING SHARES (PART C)
8. DIVIDEND SHARES (PART D)
9. ACQUISITION OF SHARES
10. COMPANY RECONSTRUCTIONS
11. RIGHTS ISSUES
12. LEAVERS
13. DELEGATION OF ADMINISTRATIVE RESPONSIBILITIES
16
RULES OF THE XXXXXX LABORATORIES EMPLOYEE SHARE
OWNERSHIP PLAN
1. DEFINITIONS
1.1 The following words and expressions have the following meanings:
"ACCUMULATION PERIOD" in relation to Partnership Shares, the period during
which the Trustees accumulate a Qualifying Employee's
Partnership Share Money before acquiring Partnership
Shares or repaying it to the employee
"ACQUISITION DATE" (a) in relation to Partnership Shares, where there is
no Accumulation Period, the meaning given by paragraph
40(2) of the Schedule
(b) in relation to Partnership Shares, where there is
an Accumulation Period, the meaning given by paragraph
42(3) of the Schedule; and
(c) in relation to Dividend Shares, the meaning given
by paragraph 56(3) of the Schedule
"ASSOCIATED COMPANY" the meaning given by paragraph 126 of the Schedule
"AWARD DATE" in relation to Free Shares or Matching Shares, the
date on which such Shares are awarded
"AWARD" (a) in relation to Free Shares and Matching Shares,
the appropriation of Free Shares and Matching Shares in
accordance with the Plan; and
(b) in relation to Partnership Shares, the acquisition
of Partnership Shares on behalf of Qualifying Employees
in accordance with the Plan
"CAPITAL RECEIPT" the same meaning as in paragraph 79 of the Schedule
17
"CLOSE COMPANY" the same meaning as in section 414 of ICTA 1988
"THE COMMITTEE" shall mean the individual or group of individuals, if
any, to whom responsibility of administration of the
Plan is delegated by the board of directors of the
Company in accordance with Rule 13
"COMPANY" Xxxxxx Laboratories
"CONNECTED COMPANY" the same meaning as in paragraph 16(4) of the Schedule
"CONTROL" the same meaning as in section 840 of ICTA 1988
"DEALING DAY" a day on which the Stock Exchange is open for the
transaction of business
"DEED" the trust deed constituting the Plan with any
subsequent amendment thereto
"DIVIDEND SHARES" Shares acquired on behalf of a Participant from
reinvestment of dividends under Part D of the Plan and
which are subject to the Plan
"FREE SHARE AGREEMENT" an agreement in the terms set out in Appendix A (or in
such other form as is acceptable to the Inland Revenue)
"FREE SHARES" Shares awarded under Part A of the Plan which are
subject to the Plan
"HOLDING PERIOD" (a) in relation to Free Shares, the period specified
by the Committee as mentioned in Rule 5.12;
(b) in relation to Matching Shares, the period
specified by the Committee as mentioned in Rule 7.5;
and
18
(c) in relation to Dividend Shares, the period of 3
years from the Acquisition Date
"ICTA 1988" the Income and Corporation Taxes Xxx 0000
"INITIAL MARKET VALUE" the Market Value of a Share on an Award Date. Where the
Share is subject to a restriction or risk of
forfeiture, the market value shall be determined
without reference to that restriction or risk
"MARKET VALUE" in relation to Shares to be awarded under the Plan on
any date
(a) the closing price of a Share on the New York Stock
Exchange Composite Transactions Index; or
(b) on any day the Market Value of a Share determined
in accordance with the provisions of Part VIII of the
Taxation of Chargeable Gains Xxx 0000 and agreed for
the purposes of the Plan with the Inland Revenue Shares
Valuation Division on or before that day
"MATCHING SHARES" Shares awarded under Part C of the Plan and which are
subject to the Plan
"MATERIAL INTEREST" the same meaning as in paragraph 15 of the Schedule
"NICS" National Insurance Contributions
"PARTICIPANT" an individual who has received under the Plan an Award
of Free Shares, Matching Shares or Partnership Shares,
or on whose behalf Dividend Shares have been acquired
"PARTICIPATING COMPANY" the Company and such of its Subsidiaries as are parties
to this Deed or have executed deeds of adherence
19
to the Plan under Clause 16 of the Trust Deed
"PARTNERSHIP SHARE an agreement in the terms set out in the Appendix B (or
AGREEMENT" in such other form as is acceptable to the Inland
Revenue)
"PARTNERSHIP SHARES" Shares awarded under Part B of the Plan and which are
subject to the Plan
"PARTNERSHIP SHARE money deducted from a Qualifying Employee's Salary
MONEY" pursuant to a Partnership Share Agreement and held by
the Trustees to acquire Partnership Shares or to be
returned to such a person
"PERFORMANCE ALLOWANCES" The criteria for an Award of Free Shares where:
(a) whether Shares are awarded; or
(b) the number or value of Shares awarded
is conditional on performance targets being met
"PLAN" Xxxxxx Laboratories Employee Share Ownership Plan
"PLAN SHARES" (a) Free Shares, Matching Shares or Partnership Shares
awarded to Participants;
(b) Dividend Shares acquired on behalf of Participants;
and
(c) shares in relation to which paragraph 115(5)
(company reconstructions: new shares) of the Schedule
applies
that remain subject to the Plan
"PLAN TERMINATION a notice issued under paragraph 120 of the Schedule
NOTICE"
20
PROFIT SHARING SCHEME" a profit-sharing scheme approved by the Board of
Inland Revenue under Schedule 9 of ICTA 1988
"QUALIFYING COMPANY" the same meaning as in paragraph 14 of the Schedule
"QUALIFYING CORPORATE the same meaning as in section 117 of the Taxation of
BOND" Chargeable Gains Xxx 0000
"QUALIFYING EMPLOYEE" an employee who must be invited to participate in an
award in accordance with Rule 3.6 and any employee who
the Committee has invited in accordance with Rule 3.7
"QUALIFYING PERIOD" a period as the Committee shall in their absolute
discretion so decide being:
(a) in the case of Free Shares a period not exceeding
18 months before the Award is made;
(b) in the case of Partnership Shares and Matching
Shares where there is an Accumulation Period a period
not exceeding six months before the start of the
Accumulation Period; and
(c) in the case of Partnership Shares and Matching
Shares where there is no Accumulation Period a period
not exceeding 18 months before the deduction of
Partnership Share Money relating to the Award
"REDUNDANCY" the same meaning as in the Employment Rights Xxx 0000
"RELEVANT EMPLOYMENT" employment by the Company or any Associated Company
"RETIREMENT AGE" for the purposes of this Plan, 50
21
"RULES" these Rules together with any amendments thereto
effected in accordance with Clause 22 of the Deed
"SALARY" the same meaning as in paragraph 48 of the Schedule
"SCHEDULE" Schedule 8 to the Finance Xxx 0000
"SHARES" Shares of common stock in the capital of the Company
which comply with the conditions set out in paragraph
59 of the Schedule
"STOCK EXCHANGE" the New York Stock Exchange
"SUBSIDIARY" any company which is for the time being under the
Control of the Company
"TAX YEAR" a year beginning on 6 April and ending on the following
5 April
"TRUSTEES" the trustees or trustee for the time being of the Plan
or any subsequent trustee or trustees as provided for
in accordance with Clause 7 of the Deed
"TRUST FUND" all assets transferred to the Trustees to be held on
the terms of the Deed and the assets from time to time
representing such assets, including any accumulations
of income
"TRUST PERIOD" the period of 80 years beginning with the date of the
Deed
1.2 References to any Act, or Part, Chapter, or section (including ICTA
1988) shall include any statutory modification, amendment or
re-enactment of that Act, for the time being in force.
1.3 Words of the feminine gender shall include the masculine and vice
versa and words in the singular shall include the plural and vice
versa unless, in either case, the context otherwise requires or it is
otherwise stated.
22
2. PURPOSE OF THE PLAN
The purpose of the Plan is to enable employees of Participating Companies
to acquire Shares in the Company which give them a continuing stake in that
Company.
3. ELIGIBILITY OF INDIVIDUALS
3.1 Subject to Rule 3.4, individuals are eligible to participate in an
Award only if:
(a) they are employees of a Participating Company;
(b) they have been such employees of a Qualifying Company at all
times during any Qualifying Period;
(c) they are eligible on the date(s) set out in paragraph 13(1) of
the Schedule; and
(d) they do not fail to be eligible under either or both Rule 3.2 or
Rule 3.3
3.2 Individuals are not eligible to participate in an Award of Shares if
they have, or within the preceding twelve months have had, a Material
Interest in:
(a) a Close Company whose Shares may be appropriated or acquired
under the Plan; or
(b) a company which has Control of such a Close Company whose Shares
may be appropriated or acquired under the Plan or is a member of
a consortium which owns such a company.
3.3 Individuals are not eligible to participate in an Award of Free Shares
in any Tax Year if in that Tax Year:
(a) they have been awarded Shares under a Profit Sharing Scheme
established by the Company or a Connected Company, or are to be
awarded such Shares at the same time; or
(b) they have received (or are to receive at the same time) an award
under another plan established by the Company or a Connected
Company and approved under the Schedule, or if they would have
received such an award but for their failure to meet a
performance target (see Rule 5.5).
23
3.4 Individuals are not eligible to participate in an Award of Partnership
Shares or Matching Shares in any Tax Year if in that Tax Year they
have received (or are to receive at the same time) an award under
another plan established by the Company or a Connected Company (as
defined in paragraph 16(4) of the Schedule) and approved under the
Schedule, or if they would have received such an award but for their
failure to meet a performance target (see Rule 5.5).
3.5 Notwithstanding any provision of any other of these Rules whatsoever:
(a) the Plan shall not form part of any contract of employment
between the Company, a Subsidiary or any Associated Company and
any Participant and it shall not confer on any Participant any
legal or equitable rights (other than those constituted by the
Awards themselves) whatsoever against the Company, a Subsidiary
or an Associated Company directly or indirectly or give rise to
any cause of action at law or in equity against the Company, a
Subsidiary or any Associated Company;
(b) Participation in an Award is a matter entirely separate from any
pension right or entitlement a Participant may have and from his
terms or conditions of employment and participation in the Plan
shall in no respect whatever affect his pension rights or
entitlements or terms or conditions of employment and in
particular (but without limiting the generality of the foregoing)
any Participant who ceases to be an employee of any Company,
Subsidiary or Associated Company shall not be entitled to any
compensation for any loss of any right or benefit or prospective
right or benefit under the Plan which he might otherwise have
enjoyed whether such compensation is claimed by way of damages
for wrongful dismissal or other breach of contract or by way of
compensation for loss of office or otherwise howsoever and
notwithstanding that he may have been dismissed wrongfully or
unfairly (within the meaning of the Employment Rights Act 1996).
EMPLOYEES WHO MUST BE INVITED TO PARTICIPATE IN AWARDS
3.6 Individuals shall be eligible to receive an Award of Shares under the
Plan if they meet the requirements in Rule 3.1 and are chargeable to
income tax in respect of their employment under Case I of Schedule E.
24
In this case they shall be invited to participate in any Awards of
Free Shares, Partnership Shares or Matching Shares, and acquisitions
of Dividend Shares, as are set out in the Plan.
EMPLOYEES WHO MAY BE INVITED TO PARTICIPATE IN AWARDS
3.7 The Company may also invite, at its discretion, any employee who meets
the requirements in Rule 3.1 to participate in any Award of Free
Shares, Partnership Shares or Matching Shares, and acquisitions of
Dividend Shares, as are set out in the Plan. The Committee shall
notify the Trustees of employees who participate under this Rule.
4. PARTICIPATION ON SAME TERMS
4.1 Every Qualifying Employee shall be invited to participate in an Award
on the same terms. All who do participate in an Award shall do so on
the same terms.
4.2 The Company may make an Award of Free Shares to Qualifying Employees
by reference to their remuneration, length of service or hours worked.
4.3 The Company may make an Award of Free Shares to Qualifying Employees
by reference to their performance as set out in Rule 5.5.
4.4 The Participating Companies shall make contributions to the Trustees
to finance any purchase by the Trustees of Free and/or Matching Shares
for award on an Award Date
25
PART A
5. FREE SHARES
5.1 The Committee may at any time invite every Qualifying Employee to
enter into a Free Share Agreement, should the Committee decide to
offer Free Shares, in accordance with this Part of the Rules.
5.2 The Trustees, acting with the prior consent of the Committee, may from
time to time award Free Shares.
5.3 The number of Free Shares to be awarded by the Trustees to each
Qualifying Employee on an Award Date shall be determined by the
Committee in accordance with this Rule.
MAXIMUM ANNUAL AWARD
5.4 The Initial Market Value of the Shares awarded to a Qualifying
Employee in any Tax Year shall not exceed L3,000 (or such other amount
as may be permitted under paragraph 24 of the Schedule).
ALLOCATION OF FREE SHARES BY REFERENCE TO PERFORMANCE
5.5 The Committee may stipulate that the number of Free Shares (if any) to
be awarded to each Qualifying Employee on a given Award Date shall be
determined by reference to Performance AllowanceS.
5.6 If Performance Allowances are used, they shall apply to all Qualifying
Employees.
5.7 (a) Performance Allowances shall be determined by reference to such
fair and objective criteria (performance targets) relating to
business results as the Committee shall determine over such
period as the Committee shall specify;
(b) performance targets must be set for performance units of one or
more employees; and
(c) for the purposes of an Award of Free Shares an employee must not
be a member of more than one performance unit.
5.8 Where the Committee decides to use Performance Allowances it shall, as
soon as reasonably practicable:
26
(a) notify each employee participating in the Award of the
performance targets and measures which, under the Plan, shall be
used to determine the number or value of Free Shares awarded to
him; and
(b) notify all Qualifying Employees of any Participating Company, in
general terms, of the performance targets and measures to be used
to determine the number or value of Free Shares to be awarded to
each Participant in the Award.
5.9 The Committee shall determine the number of Free Shares (if any) to be
awarded to each Qualifying Employee by reference to performance using
method 1 or method 2. The same method shall be used for all Qualifying
Employees for each Award.
PERFORMANCE ALLOWANCES: METHOD 1
5.10 By this method:
(a) at least 20% of Free Shares awarded in any performance period
shall be awarded without reference to performance;
(b) the remaining Free Shares shall be awarded by reference to
performance; and
(c) the highest Award made to an individual by reference to
performance in any period shall be no more than four times the
highest Award to an individual without reference to performance.
If this method is used:
o the Free Shares awarded without reference to performance
(paragraph (a) above) shall be awarded on the same terms
mentioned in Rule 4; and
o the Free Shares awarded by reference to performance (paragraph
(b) above) need not be allocated on the same terms mentioned in
Rule 4.
PERFORMANCE ALLOWANCES: METHOD 2
5.11 By this method:
(a) some or all Free Shares shall be awarded by reference to
performance;
27
(b) the Award of Free Shares to Qualifying Employees who are members
of the same performance unit shall be made on the same terms, as
mentioned in Rule 4; and
(c) Free Shares awarded for each performance unit shall be treated as
separate Awards.
HOLDING PERIOD FOR FREE SHARES
5.12 The Committee shall, in relation to each Award Date, specify a Holding
Period throughout which a Participant shall be bound by the terms of
the Free Share Agreement.
5.13 The Holding Period shall, in relation to each Award, be a specified
period of not less than 3 years nor more than 5 years (or such other
periods as may from time to time be specified under paragraph 31(2) of
the Schedule and approved by the Committee), beginning with the Award
Date and shall be the same for all Participants who receive an Award
at the same time. The Holding Period shall not be increased in respect
of Free Shares already awarded under the Plan.
5.14 A Participant may during the Holding Period direct the Trustees:
(a) to accept an offer for any of their Free Shares if the acceptance
or agreement shall result in a new holding being equated with
those Shares for the purposes of capital gains tax; or
(b) to accept an offer of a Qualifying Corporate Bond (whether alone
or with other assets or cash or both) for their Free Shares if
the offer forms part of such a general offer as is mentioned in
paragraph (c) below; or
(c) to accept an offer of cash, with or without other assets, for
their Free Shares if the offer forms part of a general offer
which is made to holders of shares of the same class as their
Shares, or to holders of shares in the same company and which is
made in the first instance on a condition such that if it is
satisfied the person making the offer shall have control of that
company, within the meaning of section 416 ICTA 1988; or
(d) to agree to a transaction affecting their Free Shares or such of
them as are of a particular class, if the transaction would
28
be entered into pursuant to a compromise, arrangement or scheme
applicable to or affecting:
(i) all of the ordinary share capital of the Company or, as the
case may be, all the shares of the class in question; or
(ii) all the shares, or all the shares of the class in question,
which are held by a class of shareholders identified
otherwise than by reference to their employment or their
participation in a plan approved under the Schedule.
5.15 The performance targets and measures referred to in this Rule 5 may be
relaxed, waived, or amended if an event occurs which causes the
Committee to consider that any of the existing targets or measures
have become unfair or impractical. Provided that any such amendment
shall be fair and reasonable and shall not be any more difficult or
any less difficult to satisfy than the original target or measure.
29
PART B
6. PARTNERSHIP SHARES
6.1 The Committee may at any time invite every Qualifying Employee to
enter into 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 Plan.
6.2 Partnership Shares shall not be subject to any provision under which
they may be forfeit.
MAXIMUM AMOUNT OF DEDUCTIONS
6.3 The amount of Partnership Share Money deducted from an employee's
Salary shall not exceed 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 Committee). If the Salary is not paid monthly, the
applicable limit shall be calculated proportionately.
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.
6.5 Any amount deducted in excess of that allowed by Rule 6.3 or 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 DEDUCTIONS
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 L10.
30
NOTICE OF POSSIBLE EFFECT OF DEDUCTIONS ON BENEFIT ENTITLEMENT
6.7 Every Partnership Share Agreement shall contain a notice under
paragraph 38 of the Schedule.
RESTRICTION IMPOSED ON NUMBER OF SHARES AWARDED
6.8 The Committee may specify the maximum number of Shares to be included
in an Award of Partnership Shares.
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.
6.10 The notification in Rule 6.9 above shall be 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 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 the Market Value of the Shares
on that date.
PLAN WITH ACCUMULATION PERIOD
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.
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.
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
31
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
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 the next deduction 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.
SCALING DOWN
6.16 If the Company receives applications for Partnership Shares exceeding
the Award maximum determined in accordance with Rule 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 L10 shall be reduced pro rata;
Step 2. all monthly deductions shall be reduced to L10;
Step 3. applications shall be selected by lot, each based on a
monthly deduction of L10.
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
WITHDRAWAL FROM PARTNERSHIP SHARE AGREEMENT
6.18 An employee may withdraw from 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 a notice shall take effect as
soon as practicable but in any event no later than 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
6.19 If approval to 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.
33
PART C
7. MATCHING SHARES
7.1 The Partnership Share Agreement sets out the basis on which a
Participant is entitled to Matching Shares, should the Committee
decide to offer Matching Shares, in accordance with this Part of the
Rules.
GENERAL REQUIREMENTS FOR MATCHING SHARES
7.2 Matching Shares shall:
(a) be Shares of the same class and carrying the same rights as the
Partnership Shares to which they relate;
(b) subject to Rule 7.4, be awarded on the same day as the
Partnership Shares to which they relate are acquired on behalf of
the Participant; and
(c) be awarded to all Participants on exactly the same basis.
RATIO OF MATCHING SHARES TO PARTNERSHIP SHARES
7.3 The Partnership Share Agreement shall specify the ratio of Matching
Shares to Partnership Shares for the time being offered by the Company
and that ratio shall not exceed 2:1 (or such other ratio as may from
time to time be permitted under paragraph 51(2) of the Schedule and
approved by the Committee). The Committee may vary the ratio before
Partnership Shares are acquired. Employees shall be notified of the
terms of any such variation before the Partnership Shares are awarded
under the Partnership Share Agreement.
7.4 If the Partnership Shares acquired on the day referred to in Rule
7.2(b) above are not sufficient to produce a Matching Share, the match
shall be made when sufficient Partnership Shares have been acquired to
allow at least one Matching Share to be appropriated.
HOLDING PERIOD FOR MATCHING SHARES
7.5 The Committee shall, in relation to each Award Date, specify a Holding
Period throughout which a Participant shall be bound by the terms of
the Partnership Share Agreement.
34
7.6 The Holding Period shall, in relation to each Award, be a specified
period of not less than 3 years nor more than 5 years (or such other
periods as may be from time to time specified under paragraph 52 of
the Schedule and approved by the Committee), beginning with the Award
Date and shall be the same for all Participants who receive an Award
at the same time. The Holding Period shall not be increased in respect
of Matching Shares awarded under the Plan.
7.7 A Participant may during the Holding Period direct the Trustees:
(a) to accept an offer for any of their Matching Shares if the
acceptance or agreement shall result in a new holding being
equated with those original Shares for the purposes of capital
gains tax; or
(b) to accept an offer of a Qualifying Corporate Bond (whether alone
or with other assets or cash or both) for their Matching Shares
if the offer forms part of such a general offer as is mentioned
in paragraph (c) below; or
(c) to accept an offer of cash, with or without other assets, for
their Matching Shares if the offer forms part of a general offer
which is made to holders of shares of the same class as their
Shares or to the holders of shares in the same company, and which
is made in the first instance on a condition such that if it is
satisfied the person making the offer shall have control of that
company, within the meaning of section 416 of ICTA 1988; or
(d) to agree to a transaction affecting their Matching Shares or such
of them as are of a particular class, if the transaction would be
entered into pursuant to a compromise, arrangement or scheme
applicable to or affecting;
(i) all of the ordinary share capital of the Company or, as the
case may be, all the shares of the class in question; or
(ii) all the shares, or all the shares of the class in question,
which are held by a class of shareholders identified
otherwise than by reference to their employment or their
participation in a plan approved under the Schedule.
35
PART D
8. DIVIDEND SHARES
REINVESTMENT OF CASH DIVIDENDS
8.1 The Free Share Agreement or Partnership Share Agreement, as
appropriate, shall set out the rights and obligations of Participants
receiving Dividend Shares under the Plan.
8.2 The Committee may direct that any cash dividend in respect of Plan
Shares held on behalf of Participants may be applied in acquiring
further Plan Shares on their behalf.
8.3 Dividend Shares shall be Shares:
(a) of the same class and carrying the same rights as the Shares in
respect of which the dividend is paid; and
(b) which are not subject to any provision for forfeiture.
8.4 The Committee may decide to direct the Trustees to:
(a) apply all Participants' dividends, up to the limit specified in
Rule 8.6, to acquire Dividend Shares;
(b) to pay all dividends in cash to all Participants; or
(c) to offer Participants the choice of either paragraph (a) or (b)
above.
8.5 The Committee may revoke any direction for reinvestment of cash
dividends.
8.6 The amount applied by the Trustees in acquiring Dividend Shares shall
not exceed L1,500 (or such other amount as may be permitted under
paragraph 54(1) of the Schedule) in each Tax Year in respect of any
Participant. For the purposes of this Rule, the Dividend Shares are
those acquired under this Plan and those acquired under any other plan
approved under the Schedule. In exercising their powers in relation to
the acquisition of Dividend Shares the Trustees must treat
Participants fairly and equally.
8.7 If the amounts received by the Trustees exceed the limit in Rule 8.6,
the balance shall be paid to the participant as soon as practicable.
36
8.8 If dividends are to be reinvested, the Trustees shall apply all the
cash dividend to acquire Shares on behalf of the Participant on the
Acquisition Date. The number of Dividend Shares acquired on behalf of
each Participant shall be determined by the Market Value of the Shares
on the Acquisition Date.
CERTAIN AMOUNTS NOT REINVESTED TO BE CARRIED FORWARD
8.9 Subject to Rule 8.7, any amount that is not reinvested:
(a) because the amount of the cash dividend is insufficient to
acquire a Share; or
(b) because there is an amount remaining after acquiring the Dividend
Shares;
may be retained by the Trustees and carried forward to be added to the
amount of the next cash dividend to be reinvested
8.10 If, during the period of 3 years (or such other period as may from
time to time be specified under paragraph 57 of the Schedule)
beginning with the date on which the dividend was paid:
(a) it is not reinvested; or
(b) the Participant ceases to be in Relevant Employment; or
(c) a Plan Termination Notice is issued
the amount shall be repaid to the Participant as soon as practicable.
On making such a payment, the Participant shall be provided with the
information specified in paragraph 90 of the Schedule.
HOLDING PERIOD FOR DIVIDEND SHARES
8.11 The Holding Period shall be a period of 3 years (or such other period
as may from time to time be specified under paragraph 57 of the
Schedule), beginning with the Acquisition Date.
8.12 A Participant may during the Holding Period direct the Trustees:
(a) to accept an offer for any of their Dividend Shares if the
acceptance or agreement shall result in a new holding being
equated with those Shares for the purposes of capital gains tax;
or
37
(b) to accept an offer of a Qualifying Corporate Bond (whether alone
or with other assets or cash or both) for their Dividend Shares
if the offer forms part of such a general offer as is mentioned
in paragraph (c) below; or
(c) to accept an offer of cash, with or without other assets, for
their Dividend Shares if the offer forms part of a general offer
which is made to holders of shares of the same class as their
Shares or to holders of shares in the same company, and which is
made in the first instance on a condition such that if it is
satisfied the person making the offer shall have control of that
company, within the meaning of section 416 of ICTA 1988; or
(d) to agree to a transaction affecting their Dividend Shares or such
of them as are of a particular class, if the transaction would be
entered into pursuant to a compromise, arrangement or scheme
applicable to or affecting:
(i) all of the ordinary share capital of the Company or, as the
case may be, all the shares of the class in question; or
(ii) all the shares, or all the shares of the class in question,
which are held by a class of shareholders identified
otherwise than by reference to their employment or their
participation in a plan approved under the Schedule.
8.13 Where a Participant is charged to tax in the event of their Dividend
Shares ceasing to be subject to the Plan, they shall be provided with
the information specified in paragraph 93(4) of the Schedule.
9. ACQUISITION OF SHARES
All Awards under the Plan shall be satisfied by existing Shares which are
purchased by the Trustees on the open market at the best price available on
the Acquisition Date. The Trustees shall not have the right to subscribe to
the Company for newly issued Shares in order to satisfy an Award.
10. COMPANY RECONSTRUCTIONS
10.1 The following provisions of this Rule apply if there occurs in
relation to any of a Participant's Plan Shares (referred to in this
Rule as "the Original Holding"):
38
(a) a transaction which results in a new holding (referred to in this
Rule as "the New Holding") being equated with the Original
Holding for the purposes of capital gains tax; or
(b) a transaction which would have that result but for the fact that
what would be the new holding consists of or includes a
Qualifying Corporate Bond.
10.2 If an issue of shares of any of the following description (in respect
of which a charge to income tax arises) is made as part of a company
reconstruction, those shares shall be treated for the purposes of this
Rule as not forming part of the New Holding:
(a) redeemable shares or securities issued as mentioned in section
209(2)(c) of ICTA 1988;
(b) share capital issued in circumstances such that section 210(1) of
ICTA 1988 applies; or
(c) share capital to which section 249 of ICTA 1988 applies.
10.3 In this Rule:
"Corresponding Shares" in relation to any New Shares, means the Shares
in respect of which the New Shares are issued or which the New Shares
otherwise represent;
"New Shares" means shares comprised in the New Holding which were
issued in respect of, or otherwise represent, shares comprised in the
Original Holding.
10.4 Subject to the following provisions of this Rule, references in this
Plan to a Participant's Plan Shares shall be respectively construed,
after the time of the company reconstruction, as being or, as the case
may be, as including references to any New Shares.
10.5 For the purposes of the Plan:
(a) a company reconstruction shall be treated as not involving a
disposal of Shares comprised in the Original Holding; and
(b) the date on which any New Shares are to be treated as having been
appropriated to or acquired on behalf of the Participant
39
shall be that on which Corresponding Shares were so appropriated
or acquired.
10.6 In the context of a New Holding, any reference in this Rule to shares
includes securities and rights of any description which form part of
the New Holding for the purposes of Chapter II of Part IV of the
Taxation of Chargeable Gains Xxx 0000.
11. RIGHTS ISSUES
11.1 Any shares or securities allotted under Clause 12 of the Deed shall be
treated as Plan Shares identical to the shares in respect of which the
rights were conferred. They shall be treated as if they were awarded
to or acquired on behalf of the Participant under the Plan in the same
way and at the same time as those Plan Shares in respect of which they
are allotted.
11.2 Rule 11.1 does not apply:
(a) to shares and securities allotted as the result of taking up a
rights issue where the funds to exercise those rights were
obtained otherwise than by virtue of the Trustees disposing of
rights in accordance with this Rule; or
(b) where the rights to a share issue attributed to Plan Shares are
different from the rights attributed to other ordinary shares of
the Company.
12. LEAVERS
A Participant who ceases to be in Relevant Employment must remove his
Shares from the Trust within 90 days of his cessation of such employment.
Unless the Participant provides the requisite funds to the employing
company or the Trustees to cover any income tax and employee's NICs
liability that may arise due to his Shares ceasing to be subject to the
Plan, the Trustees shall have the discretion to dispose of sufficient of
the Participant's Shares to meet such liabilities on behalf of the
Participant.
13. DELEGATION OF ADMINISTRATIVE RESPONSIBILITIES
Except as otherwise specifically provided, and to the extent that the board
of directors of the Company has delegated the authority to the Committee,
the Plan shall be administered by the Committee in accordance with its
terms and applicable law. The Committee shall have full and complete
authority to interpret the Plan, to prescribe such rules and regulations
and to make such other determinations as it deems
40
necessary or desirable for the administration for the Plan. The Committee
may from time to time, subject to the terms of the Plan, delegate to
officers or employees of the Company or to third parties, the whole or any
part of the administration of Plan shall determine the scope and terms and
conditions of such delegation, including the authority to prescribe rules
and regulations. Any interpretation, rule regulation or determination made
or other act of the Committee shall be final and binding on the
Participants and their beneficiaries and legal representatives, the Company
and its shareholders.
No member of the Committee or the board of directors of the Company shall
be liable for any action or determination made in good faith pursuant to
the Plan. To the full extent permitted by law, the Company shall indemnify
and save harmless each person made, or threatened to be made, a party to
any action or proceeding by reason of the fact that such person is or was a
member of the Committee or is or was a member of the board of directors of
the Company and, as such, is or was required or entitled to take action
pursuant to the terms of the Plan.
41
APPENDIX A XXXXXX LABORATORIES
EMPLOYEE SHARE OWNERSHIP PLAN ("THE PLAN"):
FREE SHARE AGREEMENT
PLEASE USE BLOCK CAPITALS AND READ THE WHOLE OF THE AGREEMENT BEFORE SIGNING
BELOW
THIS AGREEMENT IS BETWEEN:
PARTICIPANT ("THE PARTICIPANT") COMPANY ("THE EMPLOYING COMPANY")
Name: Name:
Home Address: Registered Address:
Payroll Number: Registered Number:
THIS AGREEMENT SETS OUT THE TERMS ON WHICH THE PARTICIPANT AGREES TO TAKE
PART UNDER THE TERMS OF THE PLAN AND IS SUBJECT TO THE RULES OF THE PLAN.
THE DEFINITIONS IN THE RULES OF THE PLAN APPLY TO THIS AGREEMENT:
PARTICIPANT
1. I agree to accept the Free Shares in Xxxxxx Laboratories awarded to me
under the Plan.
2. I agree to leave the Free Shares in the hands of the Trustees, and not
to assign, charge or otherwise dispose of my beneficial interest in
the shares for the whole of the Holding Period of [3] years.
3. I agree that all dividends paid on my shares will be used by the
Trustees to buy more shares in Xxxxxx Laboratories for me according to
the Rules of the Plan.
4. I agree to leave the Dividend Shares in the hands of the Trustees, and
not to assign, charge or otherwise dispose of my beneficial interest
in the shares for the whole of the Holding Period of 3 years.
5. I have read this agreement and agree to be bound by it and by the
Rules of the Plan.
COMPANY
6. The Company agrees to arrange for shares in Xxxxxx Laboratories to be
awarded and bought for me, according to the Rules of the Plan.
7. [Insert the terms (or a cross reference to an explanation of the
terms) on which the Free Shares will be awarded - for example the
application of Rule 4 and the method for any performance award under
Rule 5.]
Signature: __________________________ Date: ___ / ___ / _____
42
RIGHTS AND OBLIGATIONS
1. I agree that taking part in the Plan does not affect my rights,
entitlements and obligations under my contract of employment, and does
not give me any rights or additional rights to compensation or damages
if my employment ceases.
2. I may ask the Trustees for my Free Shares and Dividend Shares at any
time after the end of the Holding Period, but I may have to pay income
tax and National Insurance Contributions when they are taken out of
the Plan.
3. I agree to allow the Trustees to sell some or all of my shares to pay
any income tax and National Insurance Contributions in respect of my
shares ceasing to be subject to the Plan, unless I provide them in
advance with sufficient funds to pay these amounts.
4. If there is a rights issue, I agree to allow the Trustees to sell some
of the rights attached to my shares in the Plan, to exercise the
rights attached to other shares held by me in the Plan.
5. I can at any time withdraw from this agreement, by writing to my
employer.
6. I agree that withdrawal from this agreement will not affect the terms
on which I agreed to accept any shares that have already been awarded
to or bought for me under the terms of the Plan.
7. I understand that my obligations during the Holding Period will end:
a) if I cease to be in Relevant Employment, and this may lead to
forfeiture of the Free Shares;
b) if the Company terminates the Plan in accordance with Clause 23
of the Deed and I have consented to the transfer of the Shares to
me.
8. I understand that my obligations under the Holding Period are subject
to:
a) the right of the trustees to sell my shares to meet PAYE
obligations;
b) the Trustees accepting at my direction an offer for my shares in
accordance with the Plan.
9. I will lose my Free Shares if I cease to be in Relevant Employment
within 3 years from the date of the Award, UNLESS THE EMPLOYMENT
CEASED FOR ONE OF THE FOLLOWING REASONs:
a) injury or disability
b) redundancy
c) transfer of employment to which the Transfer of Undertaking
(Protection of Employment) Regulations 1981 apply
d) change of control or other circumstances ending the associated
company status of the employer company
e) retirement on or after reaching Retirement Age
f) death;
g) change of control of the Company.
DIVIDEND REINVESTMENT
10. Cash dividends will be used to buy more shares (Dividend Shares) for
me.
11. Any amount over L1,500 in each tax year will be paid to me.
12. Any amount below L1,500 not used to buy shares shall be carried
forward and added to the next cash dividend to be reinvested.
00
XXXXXXXX X XXXXXX LABORATORIES
EMPLOYEE SHARE OWNERSHIP PLAN ("THE PLAN"):
PARTNERSHIP SHARE AGREEMENT
PLEASE USE BLOCK CAPITALS AND READ THE WHOLE OF THE AGREEMENT BEFORE SIGNING
BELOW
THIS AGREEMENT IS BETWEEN:
PARTICIPANT ("THE PARTICIPANT") COMPANY ("THE COMPANY") TRUSTEES ("THE TRUSTEES")
Name: Name: Xxxxxx Laboratories Name : Computershare
Home Address: Registered Address: 100 Trustees Limited
Payroll Number: Xxxxxx Park Road, Abbott Registered Address: 7th Xxxxx,
Xxxx, Xxxxxxxx 00000-0000, XXX Xxxxxxx Xxxxx, Xxxxxx Xxxxx,
00 Xxxxxxxx Xxxxxx, Xxxxxx
XX0X 0XX
THIS AGREEMENT SETS OUT THE TERMS ON WHICH THE PARTICIPANT AGREES TO BUY
SHARES UNDER THE TERMS OF THE PLAN AND IS SUBJECT TO THE RULES OF THE PLAN.
THE DEFINITIONS IN THE RULES OF THE PLAN APPLY TO THIS AGREEMENT:
NOTICE TO PARTICIPANT ABOUT POSSIBLE EFFECT ON BENEFITS
Deductions from your pay to buy Partnership Shares under this agreement may
affect your entitlement to, or the level of, some contributory social
security benefits, statutory maternity pay and statutory sick pay. They may
also have a similar effect in respect of some contributory social security
benefits paid to your wife or husband. With this agreement you should have
been given information on the effect of deductions from your pay to buy
Partnership Shares on entitlement to social security benefits, statutory
sick pay and statutory maternity pay. The effect is particularly
significant if your earnings are brought below the lower earnings limit for
National Insurance purposes, and is explained in the information: it is
therefore important that you read it. If you have not been given a copy,
ask your employer for it. Otherwise a copy may be obtained from any office
of the Department of Social Security, or, in Northern Ireland, of the
Department for Social Development. You should take the information you have
been given into account in deciding whether to buy Partnership Shares.
PARTICIPANT
1. I agree to allow my employer to deduct the following amount per month
from my basic salary:
% If the amount is greater than L125 per month, only L125
Insert % between per month will be deducted. Allocations of up to 1.75%
0.5 - 10% in of basic salary only will be matched with one Matching
steps of 0.25% Share for every Partnership Share purchased.
OR
L10
circle if
apporopriate
1
2. I agree that these deductions will be used to buy Partnership Shares in
Xxxxxx Laboratories for me.
3. I agree to accept Matching Shares in Xxxxxx Laboratories awarded to me
under the Plan and leave them in the hands of the Trustees, and not to
assign, charge or otherwise dispose of my beneficial interest in the shares
for the whole of the Holding Period 3 years. I understand that my employing
company will only give me Matching Shares on up to 1.75% of my basic
salary, subject to the overriding maximum limit for purchasing Partnership
Shares of L125 per month.
4. I agree that all dividends paid on my shares will be used by the Trustees
to buy more shares in Xxxxxx Laboratories for me according to the rules of
the Plan. I agree to accept the Dividend Shares bought for me and leave
them in the hands of the Trustees, and not to assign, charge or otherwise
dispose of my beneficial interest in the shares for the whole for the whole
of the Holding Period of 3 years.
5. I understand that shares may fall in value as well as rise.
6. I have read this agreement and agree to be bound by it and by the Rules of
the Plan.
7. I understand that the first deduction from my Salary will be made in the
month following the month in which the Payroll Department receives this
completed form.
COMPANY
8. The Company agrees to arrange for shares in Xxxxxx Laboratories to be
bought for me, according to the Rules of the Plan.
9. The Company agrees to provide one Matching Share for every Partnership
Share purchased with up to 1.75% of my basic salary, subject to a maximum
limit of L125 per month.
10. The Company undertakes to notify me of any restriction on the number of
Partnership Shares available in the (or each) Award.
TRUSTEES
11. The Trustees agree to keep my Salary deductions in Royal Bank of Scotland
plc until they are used to buy shares in Xxxxxx Laboratories for me.
Signature: ____________________________ Date:___ / ___ /_____
2
RIGHTS AND OBLIGATIONS
1. I agree that taking part in the Plan does not affect my rights,
entitlements and obligations under my contract of employment, and does not
give me any rights or additional rights to compensation or damages if my
employment ceases.
2. I may stop the deductions at any time, or begin them again, by writing to
my employer, but I may not make up any amounts missed when deductions were
stopped.
3. I agree that the deductions from my salary, or the number of shares that I
receive may be scaled down if the limit on the number of shares set by the
Company for this award is exceeded.
4. I may ask the Trustees for my Partnership Shares at any time, but I may
have to pay income tax and National Insurance Contributions when they are
taken out of the Plan.
5. I agree to allow the Trustees to sell some or all of my shares to pay any
income tax and National Insurance Contributions in respect of my shares
ceasing to be subject to the Plan, unless I provide them in advance with
sufficient funds to pay these amounts.
6. I agree that any deductions not used to buy shares will at the discretion
of the Trustees be repaid to me after the deduction of any necessary income
tax or National Insurance Contributions, or will be carried forward and
added to the next deduction.
7. If there is a rights issue, I agree to allow the Trustees to sell some of
the rights attached to my shares in the Plan, in order to fund the exercise
of the rights attached to other shares held by me in the Plan, unless I
provide cash to take up the rights in full or instruct that all rights
should be sold.
8. I can at any time withdraw from this agreement by writing to my employer.
Any unused deductions will be returned to me after the deduction of any
necessary income tax and, if applicable, National Insurance Contributions.
9. I agree that withdrawal from this agreement will not affect the terms on
which I agreed to buy shares already held for me under the Plan.
10. This agreement shall continue until terminated by any party giving notice
to the others. I understand that the Company may either vary or terminate
the Plan. Any such change will not affect my position with regard to the
shares that have already been acquired.
MATCHING SHARES
11. The Company will match my purchase of Partnership Shares with Matching
Shares up to 1.75% of my basic salary subject to the overriding maximum
limit of L125 month per month. If I apply more than 1.75% of my basic
salary to buy Partnership Shares, those Partnership Shares bought with
basic salary above the 1.75% will not be matched. The ratio of Matching
Shares to Partnership Shares is one to one and may be varied by the
Company. The Committee may decide to vary the limit or ratio if they
consider it appropriate for business reasons for example, a change in the
profits of the Company.
12. If the limit or ratio varies, the Company will notify me before the
Partnership Shares are bought for me.
PARTNERSHIP SHARE MONEY HELD BY TRUSTEES
13. The Trustees are under no obligation to keep the deductions in an
interest-bearing account, but if they do, they will pay the interest to me.
DIVIDEND REINVESTMENT
14. Cash dividends will be used to buy more shares (Dividend Shares) for me. No
interest will be paid on these funds.
15. Any amount over L1,500 in each tax year will be paid to me.
16. Any amount below L1,500 not used to buy shares shall be carried forward and
3
added to the next cash dividend to be reinvested.
HOLDING PERIOD: DIVIDEND SHARES
17. I understand that my obligations during the Holding Period will end:
a) if I cease to be in Relevant Employment;
b) If the Company terminates the Plan in accordance with Clause 23 of the
Deed and I have consented to the transfer of the Shares to me.
18. I understand that my obligations under the Holding Period are subject to:
a) the right of the Trustees to sell my shares to meet PAYE and National
Insurance obligations;
b) the Trustees accepting at my direction an offer for my shares in
accordance with the Plan.
4
