BL-2023-001505 - [2025] EWHC 2156 (Ch)

‘6. EXERCISE OF OPTIONS

Earliest date for exercise of Options

Subject to Rules 7 and 8, an Option may not be exercised earlier than the latest of:

in relation to the Plan Shares in respect of which the Option is being exercised, the relevant date specified in the Option Certificate under Rule 2.4; and

the date on which the Grantor determines that the Performance Target and any further condition imposed under Rule 5.1, in their original form or as substituted or varied from time to time, have been satisfied or waived.

Latest date for exercise of Options

Notwithstanding any other provision in the Rules, an Option may not be exercised later than the tenth anniversary of the Grant Date and, to the extent not exercised by that time, the Option shall lapse immediately.

Persons who may exercise Options

Subject to Rule 7, an Option may be exercised only while the Option Holder is in Relevant Employment and if an Option Holder ceases to be in Relevant Employment, any Option granted to him shall lapse immediately. This Rule 6.3 shall apply where the Option Holder ceases to be in Relevant Employment in any circumstances (including, in particular, but not by way of limitation, where the Option Holder is dismissed unfairly, wrongfully, in breach of contract or otherwise).

An Option Holder may not exercise an Option if he has given or been given notice of termination of employment such that he will cease to be in Relevant Employment at the end of the notice period.’

‘7. EXERCISE OF OPTIONS IN SPECIAL CIRCUMSTANCES

Special circumstances

Notwithstanding Rules 6.1 and 6.3, the Grantor may, at its discretion, (provided such discretion is exercised within two months after the cessation of employment), allow an Option Holder who has ceased to be in Relevant Employment for any reason to exercise his Options at any time during such period and on such basis and subject to such conditions as the Grantor determines. To the extent not so exercised or if such exercise is not permitted, the Options shall lapse at the expiry of such period.’

‘14. RELATIONSHIP OF PLAN TO CONTRACT OF EMPLOYMENT

Contractual Provisions

Notwithstanding any other provision of the Plan:

the Plan shall not form part of any contract of employment between any Group Member and an Eligible Employee;

unless expressly so provided in his contract of employment, an Eligible Employee has no right to be granted an Option;

the benefit to an Eligible Employee of participation in the Plan (including, in particular but not by way of limitation, any Options held by him) shall not form any part of his remuneration or count as his remuneration for any purpose and, for the purposes of his contract of employment, shall not be pensionable; and

if an Eligible Employee ceases to be in Relevant Employment, he shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under the Plan (including, in particular but not by way of limitation, any Options held by him which lapse by reason of his ceasing to be in Relevant Employment) whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise.’

‘1.2 The Company wishes to have regard to the interests of all shareholders in deciding what performance targets are set and the aim is to set targets which relate to a sustained improvement in the real financial performance of the Company and it is the intention that the performance condition attaching to the Option will therefore be based on achievement of Normalised EBITDA targets as set out in section 2 below.’

‘2 THE PERFORMANCE TARGET

The Option granted under the Plan has been granted subject to the conditions set out below.

Basic condition

The Option will not Vest and be capable of exercise unless and until the published consolidated results of the Company show that the Normalised EBITDA in any three consecutive financial years within the seven financial years beginning with the financial year ended 31 December 2010 is equal to or exceeds the EBITDA targets set out in section 2.2 below.

Administration and Variation

The Board of Directors will meet as appropriate and consider whether the performance condition has been met and, if it has, it will state this and what proportion of the Option has Vested as a result. Once the condition has been met the Option will be exercisable in accordance with the Plan Rules (and any other applicable regulations such as the UK Listing Authority's Model Code) at any time regardless of future performance.

The Board of Directors in its discretion may waive, vary or amend the performance condition, but this discretion shall only be exercised if events happen which cause the Board of Directors to consider that a waived, substituted, varied or amended performance condition would be a fairer measure of performance and would be no more difficult to satisfy.

Early Termination

Under Rule 7, the Company may allow an option holder who has ceased to be employed within the Group to exercise their option notwithstanding that cessation of employment would normally cause the option to lapse. Where the Company does permit the option to be retained and exercised in such circumstances, the period over which the performance condition is measured will ordinarily be treated as terminating on the date of cessation of employment and the proportion of the option which Vest will ordinarily be determined by reference to Normalised EBITDA as shown in the published results for the best three consecutive years (or such shorter period where employment terminates sooner than three years) from the financial year ended 31 December 2010 to the end of the financial year preceding the date of termination of employment.’