SCHEDULES

SCHEDULE 2... 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.