SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 3Eligibility of individuals

The employment requirement

15

1

The plan must provide that an individual is not eligible to participate in an award of shares unless the individual meets the requirement in sub-paragraph (2).

2

The requirement is that the individual—

a

is an employee of—

i

the company, or

ii

in the case of a group plan, a constituent company, and

b

if the plan provides for a qualifying period, has at all times during that period been an employee of a qualifying company.

3

In the SIP code “the employment requirement” means the requirement in sub-paragraph (2).

4

This paragraph is supplemented—

a

as regards qualifying periods, by paragraph 16, and

b

as regards the meaning of “qualifying company”, by paragraph 17.