SCHEDULES

SCHEDULE 2U.K.Approved share incentive plans

Part 3 U.K.Eligibility of individuals

Meaning of “qualifying company”U.K.

17(1)For the purposes of paragraph 15(2) “qualifying company” has the meaning given by this paragraph.U.K.

(2)Except in the case of a group plan, “qualifying company” means—

(a)the company, or

(b)a company that, when the individual was employed by it, was an associated company—

(i)of the company, or

(ii)of another company qualifying under this paragraph.

(3)In the case of a group plan, “qualifying company” means—

(a)a company that is a constituent company at the end of the qualifying period mentioned in paragraph 15(2),

(b)a company that, when the individual was employed by it, was a constituent company, or

(c)a company that, when the individual was employed by it, was an associated company of—

(i)a company qualifying under paragraph (a) or (b), or

(ii)another company qualifying under this paragraph.