10(1)The first requirement of this paragraph is that no feature of the plan must have or be likely to have the effect of conferring benefits wholly or mainly—
(a)on directors, or
(b)on employees receiving higher levels of remuneration.
(2)The second requirement of this paragraph is that in the case of a plan established by a company that is a member of a group, the identity of the company (or, if it is a group plan, the participating companies) must not be such that the plan has or is likely to have the effect of conferring benefits wholly or mainly—
(a)on employees of companies that are members of the group who receive higher levels of remuneration, or
(b)on directors of such companies.
(3)This paragraph is subject to paragraph 9(3) (award of shares by reference to remuneration etc.).