10(1)The first requirement of this paragraph is that no feature of the plan has or is likely to have the effect of conferring benefits wholly or mainly—U.K.
(a)on directors, or
(b)on employees receiving the higher or highest levels of remuneration.
(2)The second requirement of this paragraph applies only if the plan is established by a company that is a member of a group.
(3)The requirement is that the identity of the company (or, if it is a group plan, the constituent 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 the higher or highest levels of remuneration, or
(b)on directors of such companies.
(4)The requirements of this paragraph are not infringed by the awarding of free shares in circumstances where (as a result of paragraph 9(3) and (4)) that would not constitute an infringement of the requirements of paragraph 9.