SCHEDULES

SCHEDULE 21 U.K. Approved share plans and schemes

Part 2 U.K. SAYE option schemes

Exercise of options: scheme-related employment ends because of change of control or transfer U.K.

11 (1) Paragraph 34 (exercise of options: scheme-related employment ends) is amended as follows. U.K.

(2) In sub-paragraph (2)(a), after “1996” insert “ or ER(NI)O 1996 ”.

(3) In sub-paragraph (5)—

(a) for “provide that,” substitute “ make provision about the time when the options may be exercised ”, and

(b) omit the words following paragraph (b).

(4) After that sub-paragraph insert—

“(5A) If the scheme makes provision by virtue of sub-paragraph (5), the provision must be either—

(a) that the options may be exercised within 6 months after the termination date, or

(b) that the options may be exercised within 6 months after the date (if any) when P ceases to hold the employment which (before the termination date) was the scheme-related employment for a reason within sub-paragraph (2)(a) or (b).”.