SCHEDULE 3 PAYMENTS TO BE DISREGARDED IN THE CALCULATION OF EARNINGS FOR THE PURPOSES OF EARNINGS-RELATED CONTRIBUTIONS

PART IX SHARE INCENTIVES

Certain payments by way of shares, interests in shares and gains arising from them disregarded

1.

(1)

Payments by way of—

(a)

shares;

(b)

conditional interests in shares; and

(c)

other rights in or over shares;

respectively mentioned in this Part are disregarded in the calculation of an employed earner’s earnings.

(2)

For the purposes of paragraphs 13, 15 and 16—

(a)

“body corporate” includes—

(i)

a body corporate constituted under the law of a country or territory outside the United Kingdom, and

(ii)

an unincorporated association wherever constituted;

(b)

“total discount” means the difference between the total value of the exercise price of the shares that are subject to the right in question and the total market value of that right;

(c)

“total market value” means the price which the shares that are subject to the right in question might reasonably be able to fetch in the open market; and

(d)

the total market value of the subsequent right is similar to the total market value of the first right if it is not substantially greater than the first right.