SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 5Free shares

The holding period

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1

The plan must require the company in respect of each award of free shares to specify a period (“the holding period”) during which a participant is bound by contract with the company—

a

to permit the free shares awarded to the participant to remain in the hands of the trustees, and

b

not to assign, charge or otherwise dispose of the beneficial interest in the shares.

2

The holding period—

a

must be a period of at least 3 years but not more than 5 years, beginning with the date on which the shares in question are awarded to the participant, and

b

must be the same for all shares in the same award.

3

The plan—

a

may authorise the company to specify different holding periods from time to time, but

b

must prevent the company from increasing the holding period specified in respect of free shares that have been awarded under the plan.

4

The participant’s obligations with respect to the holding period are subject to—

a

paragraph 37 (power to authorise trustees to accept general offers etc.),

b

paragraph 79 (meeting by trustees of PAYE obligations), and

c

paragraph 90(5) (termination of plan: early removal of shares with participant’s consent).

5

If at any time in the holding period the participant ceases to be in relevant employment, the participant’s obligations with respect to that period come to an end.