Adoption Copy
Softcat plc 2026 Irish Save-As-You-Earn Plan Adopted by the board of directors on - 6 October 2026 Approved by the Company's shareholders on [ ] Approved by Irish Revenue Commissioners on [ ] |
#6037v1
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Table of Contents
1. DEFINITIONS AND INTERPRETATION 1
2. APPLICATIONS FOR OPTIONS 5
3. SCALING DOWN 7
4. GRANT OF OPTIONS 8
5. PLAN LIMIT 9
6. RIGHTS TO EXERCISE OPTIONS 10
7. RESTRICTIONS ON TRANSFER AND BANKRUPTCY 11
8. TAKEOVER, RECONSTRUCTION AND LIQUIDATION 11
9. MANNER OF EXERCISE 14
10. ISSUE OR TRANSFER OF SHARES 14
11. ADJUSTMENTS 15
12. AMENDMENTS 15
13. LEGAL ENTITLEMENT 16
14. GENERAL 17
The purpose of the Softcat plc 2026 Irish Save-As-You-Earn Plan is to specify the terms and conditions under which Eligible Employees may be granted Options.
DEFINITIONS AND INTERPRETATION
The words and expressions used in the Plan which have initial capital letters have the meanings set out below:
"Acting in Concert" | the meaning given to that expression in The City Code on Takeovers and Mergers in its present form or as amended from time to time; |
"Appropriate Period" | the relevant period referred to in paragraph 16(2) of Schedule 12A to the Taxes Act; |
"Associated Company" | the meaning given by paragraph 1(1) of Schedule 12A to the Taxes Act, except for the purpose of rule 6.10 when that expression will have the meaning given by paragraph 24 of Schedule 12A to the Taxes Act; |
"Board" | subject to rule 8.8, the board of the Company or any duly authorised committee of the board; |
"Bonus" | any sum payable to a Participant by way of a terminal bonus on completion of a Savings Contract which: (a) for a three year Savings Contract, is normally payable after completion of 36 Monthly Contributions; and (b) for a five year Savings Contract, is normally payable after completion of 60 Monthly Contributions; |
"Bonus Date" | in respect of any Option, the earliest date on which any Bonus becomes payable under the related Savings Contract; |
"Close Company" | the meaning given by section 430 of the Taxes Act, as varied by paragraph 8 of Schedule 12A to the Taxes Act; |
"Company" | Softcat plc, registered in England and Wales under number 02174990; |
"Constituent Company" | (a) the Company; and (b) any other company which: (i) is a Subsidiary of the Company; (ii) is under the Control of the Company; and (iii) the Board has determined will be a Constituent Company; |
"Control" | the meaning given by section 432 of the Taxes Act; |
"Daily Official List" | the daily publication by the London Stock Exchange of official quotations for all securities traded on the London Stock Exchange; |
"Dealing Day" | any day on which the London Stock Exchange is open for business; |
"Dealing Restrictions" | restrictions imposed by the Company's share dealing code, the Listing Rules, the MAR or any other applicable laws or regulations which impose restrictions on share dealing; |
"Eligible Employee" | (a) any person, who is an employee (but not a director) or a Full-Time Director of a Constituent Company and: (i) who has such qualifying period (if any) of continuous service (being a period not exceeding three years before the Grant Date) as the Board may in its discretion determine from time to time; and (ii) whose earnings from the office or employment by reason of which they satisfy the requirement in paragraph (a) are chargeable to tax under Schedule E of the Taxes Act; or (b) any other executive director or employee of any Constituent Company whom the Board may in its discretion select from time to time; but in all cases excluding any person who is prohibited from participating by reason of the provisions of paragraph 8 of Schedule 12A to the Taxes Act; |
"Employees' Share Scheme" | the meaning given by section 1166 of the UK Companies Act 2006; |
"Exercise Price" | subject to any adjustment pursuant to rule 11, the price per Share, as determined by the Board, at which an Eligible Employee may acquire Shares upon the exercise of an Option, which will not be less than 75 per cent of the Market Value of a Share on the Invitation Date or a date specified in the invitation to apply for an Option (such date being no earlier than the date preceding the Invitation Date and no later than the Grant Date) provided that, if the Shares may only be subscribed for, such price will not be less than the nominal value of a Share; |
"FCA" | the UK Financial Conduct Authority, the "competent authority" as that expression is defined in Part VI of the Financial Services and Markets Act 2000 (or any other relevant authority); |
"Full-Time Director" | an employee who is a director of any Constituent Company and is required under their contract of employment to devote substantially the whole of their time to their duties; |
"GDPR" | the EU General Data Protection Regulation 2016/679, as amended from time to time; |
"Grant Date" | the date on which an Option is granted; |
"Group" | the Company and its Subsidiaries from time to time; |
"Invitation Date" | the date on which the Board invites applications for Options; |
"Listing Rules" | the FCA's listing rules, as amended from time to time; |
"London Stock Exchange" | the London Stock Exchange plc or any successor body; |
"MAR" | the EU Market Abuse Regulation 596/2014, as amended from time to time; |
"Market Value" | on any day: (a) if the Shares are quoted on the Daily Official List of the London Stock Exchange, the middle market quotation (as derived from that List) of a Share on the immediately preceding Dealing Day, or if the Board determines, the average of the middle market quotations as so derived of a Share for the three or five immediately preceding Dealing Days or such other Dealing Days as may be permitted in accordance with Schedule 12A to the Taxes Act for the purposes of this Plan; and (b) if the Shares are not quoted on the Daily Official List of the London Stock Exchange, the market value of a Share as determined in accordance with section 548 of the Taxes Act, provided that, where the Shares are subject to a Restriction, their Market Value will be determined as if they were not subject to such Restriction; |
"Material Interest" | in relation to any person, that person owning more than 15% of the ordinary share capital of a company; |
"Maximum Contribution" | the maximum aggregate Monthly Contribution which a Participant may make under all Savings Contracts linked to options granted to them under the Plan or any other savings-related share option plan that meets the requirements of Schedule 12A to the Taxes Act, being the lesser of: (a) €500 per month or such other maximum amount as may be permitted by paragraph 25(2)(a) of Schedule 12A to the Taxes Act from time to time; and (b) such other maximum Monthly Contribution as may be determined from time to time by the Board; |
"Minimum Contribution" | €12 or such other minimum monthly contribution permitted by paragraph 25(2)(b) of Schedule 12A to the Taxes Act; |
"Monthly Contributions" | monthly contributions agreed to be paid by a Participant under a Savings Contract; |
"Non-UK Company Reorganisation Arrangement" | an arrangement that is equivalent to a scheme under Part 9 of the Irish Companies Act 2014; |
"Option" | a right to acquire Shares in accordance with the terms of this Plan; |
"Participant" | any person who holds an Option, or after their death, their personal representatives; |
"Plan" | the Softcat plc 2026 Irish Save-As-You-Earn Plan in its present form or as amended from time to time; |
"Plan-Related Employment" | the office or employment by reference to which a Participant is eligible to participate in the Plan within the meaning of paragraph 9 of Schedule 12A to the Taxes Act; |
"Repayment" | in relation to a Savings Contract, the aggregate of the Monthly Contributions which the Participant has made and, subject to rule 2.3.4, any Bonus due at the Bonus Date; |
"Restriction" | the meaning given by paragraph 13 of Schedule 12A to the Taxes Act; |
"Savings Contract" | a contract under a certified SAYE savings arrangement within the meaning of section 519C and Schedule 12B of the Taxes Act approved by the Irish Revenue Commissioners for the purpose of Schedule 12A to the Taxes Act; |
"Share" | a fully paid up non-redeemable ordinary share in the Company which satisfies the conditions set out in paragraphs 11 to 15 of Schedule 12A to the Taxes Act; |
"Specified Age" | any age determined by the Board between 60 years and pensionable age within the meaning of section 2 of the Irish Social Welfare Consolidation Act 2005, which will be, unless the Board determines otherwise, 66 years; |
"Subsidiary" | the meaning given by section 1159 of the UK Companies Act 2006; |
"Taxes Act" | the Irish Taxes Consolidation Act 1997; |
"Trustee" | the trustee or trustees for the time being of any employee benefit trust, the beneficiaries of which include Eligible Employees; and |
"Variation" | any capitalisation issue or offer or invitation made by way of rights relating to, or any subdivision, consolidation, reduction or any other variation of, the share capital of the Company in respect of which Options may be adjusted in accordance with rule 11 and the requirements of Schedule 12A to the Taxes Act. |
The headings in the Plan are for convenience and should be ignored when construing the Plan. Unless the context otherwise requires, words in the singular include the plural and vice versa and words implying the masculine include the feminine and vice versa.
References in the Plan to any statutory provisions are to those provisions as amended or re-enacted from time to time and include any regulations or other subordinate legislation made under them.
Terms not otherwise defined in this Plan will have the same meanings as are set out for them in Schedule 12A to the Taxes Act.
APPLICATIONS FOR OPTIONS
Subject to rule 2.2, the Board may at any time invite Eligible Employees to apply for Options.
The issue of invitations to apply for an Option will be subject to obtaining any approval or consent required by the Irish Revenue Commissioners or the FCA (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK, Ireland or elsewhere).
Any invitation to apply for Options will be sent in writing or in electronic format to all Eligible Employees and will include details of:
the Exercise Price or the mechanism by which the Exercise Price will be determined (which may be different in respect of three and five year Savings Contracts);
the Maximum Contribution payable and the maximum Monthly Contribution payable in respect of that invitation;
the Minimum Contribution payable;
whether, for the purpose of determining the number of Shares over which an Option is to be granted, the Repayment under the Savings Contract is to be taken as including any Bonus or not;
the date by which applications must be received (being not earlier than 14 days after the Invitation Date); and
whether the Eligible Employees may elect for a three or five year Savings Contract,
and the Board may determine and include in the invitations details of the maximum number of Shares over which applications for Options are to be invited and if it does so will confirm in the invitation that it has done so.
Applications for Options must incorporate, or be accompanied by, an application for a Savings Contract.
An application for an Option will be in writing or in electronic format and in such form as the Board may determine from time to time, provided that the applicant will be required to state:
the Monthly Contribution (being a multiple of €1 and not less than the Minimum Contribution) which the Participant wishes to make under the Savings Contract to be made in connection with the Option for which an application is made;
that the Participant's proposed Monthly Contribution in respect of that invitation:
when taken together with any monthly contribution the Participant makes under any other Savings Contract whether entered into in connection with the grant of an Option under the Plan or in connection with the grant of an option under any other plan that meets the requirements of Schedule 12A to the Taxes Act will not exceed the Maximum Contribution; and
will not exceed the maximum Monthly Contribution for that invitation; and
if the Eligible Employee may elect for a three or five year Savings Contract, the Eligible Employee's election in that respect.
In the event of excess applications, each application will be deemed to have been modified or withdrawn in accordance with the steps taken by the Board to scale down applications pursuant to rule 3.
If an Eligible Employee's application for an Option specifies a proposed Monthly Contribution which:
when taken together with any monthly contribution the Eligible Employee makes under any other Savings Contract whether entered into in connection with the grant of an Option under the Plan, or in connection with the grant of an option under any other plan that meets the requirements of Schedule 12A to the Taxes Act, exceeds the Maximum Contribution; or
exceeds the maximum Monthly Contribution for that invitation,
the Board will be authorised to reduce the Eligible Employee's Monthly Contribution for that invitation so as to comply with the Maximum Contribution and/or the maximum Monthly Contribution payable in respect of that invitation.
Each application will be deemed to be for an Option over the largest whole number of Shares which can be acquired at the Exercise Price with the expected Repayment at the Bonus Date under the Savings Contract entered into in connection with the Option. For these purposes, the amount of the expected Repayment will be converted, if relevant, into pounds sterling at an exchange rate applying at the Invitation Date and selected by the Board.
An Option may be satisfied:
by the issue of new Shares; and/or
by the transfer of treasury Shares; and/or
by the transfer of Shares (other than the transfer of treasury Shares).
The Board may decide to change the way in which it is intended that an Option may be satisfied after it has been granted, having regard to the provisions of rule 5.
SCALING DOWN
If valid applications are received for a total number of Shares in excess of any maximum number of Shares determined by the Board pursuant to rule 2.3 or any limitation under rule 5, the Board will scale down applications by taking the following steps until the number of Shares available equals or exceeds such total number of Shares applied for provided always that, in reducing the number of Shares applied for, any adjustments will ensure that an Eligible Employee's Monthly Contribution remains a multiple of €1:
by excluding the Bonus (if any) from the amount of each Repayment;
by treating any elections for a five year Savings Contract as elections for a three year Savings Contract; and/or
by reducing the proposed Monthly Contributions pro rata to the excess over the amount the Board determines for this purpose, provided that this amount is not less than the Minimum Contribution; and/or
so far as necessary, selecting by lot, each based on a Monthly Contribution equal to the Minimum Contribution and no Bonus in the Repayment.
If the number of Shares available is insufficient to enable an Option (based on Monthly Contributions of such amount as the Board may determine) to be granted to each Eligible Employee making a valid application, the Board may, as an alternative to selecting by lot, determine in its discretion that no Options will be granted in respect of that invitation.
If the Board so determines, the provisions in rule 3.1 may be modified or applied in any manner as may be permitted in accordance with Schedule 12A to the Taxes Act.
GRANT OF OPTIONS
Subject to the other provisions of this rule 4, within 30 days, or if rule 3.1 applies, 42 days, of the earliest date by reference to which the Exercise Price is determined, the Board will grant to each Eligible Employee who has submitted a valid application (within any applicable time limit) an Option over the largest whole number of Shares which can be acquired at the Exercise Price with the expected Repayment under that Eligible Employee's Savings Contract at the applicable Bonus Date. For these purposes, the amount of the expected Repayment will be converted, if relevant, into pounds sterling at an exchange rate applying at the Invitation Date and selected by the Board.
No Option will be granted to any person if at the Grant Date that person has ceased to be an Eligible Employee or if that person has or has had at any time within the 12 month period preceding the Grant Date a Material Interest in the issued share capital of a Close Company which is the Company or a company which has Control of the Company or is a member of a consortium which owns the Company.
No Eligible Employee will be granted an Option to the extent it would, at the proposed Grant Date, cause the aggregate amount of their contributions under all Savings Contracts to exceed the Maximum Contribution.
No amount will be paid in respect of the grant of an Option.
The grant of an Option will be subject to obtaining any approval or consent required by the Irish Revenue Commissioners, the FCA (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK, Ireland or elsewhere).
No Options can be granted unless and until this Plan meets the requirements of Schedule 12A to the Taxes Act.
PLAN LIMIT
An Option may not be granted if the result of granting the Option would be that the aggregate number of Shares issued or committed to be issued in the preceding 10 year period under:
Options under the Plan; or
options or awards under any other Employees' Share Scheme (whether or not discretionary) operated by the Group,
would exceed 10 per cent of the Company's issued ordinary share capital at that time.
For the purpose of the limit contained in this Rule 5:
for as long as required by The Investment Association Principles of Remuneration, treasury shares shall be included in the limit as if they were new issue shares;
there shall be disregarded any Shares where the right to acquire the Shares has lapsed or been renounced;
there shall be disregarded any Shares which the Trustee has purchased, or determined that they will purchase, in order to satisfy an award or the exercise of an Option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group;
any Shares issued or issuable in relation to an award, or on the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group, shall be taken into account once only (when the award is granted or the Option is granted or the right awarded) and shall not fall out of account when the award vests, the Option is exercised or other rights vest; and
no account shall be taken of partnership shares acquired by participants from their salary or of dividend shares acquired from cash dividends pursuant to a share incentive plan operated by the Group under the provisions of Schedule 2 to ITEPA 2003 or any other Employees' Share Scheme operated by the Group which the Board in its absolute discretion considers is broadly equivalent to such a share incentive plan.
RIGHTS TO EXERCISE OPTIONS
Subject to rules 6.5 to 6.7 and 8, an Option may not be exercised earlier than the Bonus Date under the relevant Savings Contract.
Subject to rule 6.5, an Option may not be exercised later than six months after the Bonus Date under the relevant Savings Contract, at which time it will lapse.
An Option may not be exercised in part.
Subject to rules 6.5 to 6.7 and 6.9, a Participant may exercise an Option only while the Participant continues to hold Plan-Related Employment.
The personal representatives of a deceased Participant may exercise the deceased Participant's Option within:
one year following the date of the Participant's death, if death occurs before the Bonus Date; or
one year following the Bonus Date, if death occurs on or within six months of the Bonus Date, after which time it will lapse.
If a Participant ceases to hold Plan-Related Employment because of:
injury or disability;
redundancy within the meaning of the Irish Redundancy Payments Acts 1967 to 2014;
retirement on reaching the Specified Age;
the company in which the Participant holds office or by which the Participant is employed ceasing to be an Associated Company of the Company by reason of a change of Control; or
the transfer or sale of the undertaking or part-undertaking in which the Participant holds Plan-Related Employment to a person who is not an Associated Company of the Company,
the Participant may, subject to rule 6.2, exercise the Option within six months of the date of such cessation after which time, subject to rule 6.5, it will lapse.
If a Participant ceases to hold Plan-Related Employment after the third anniversary of the Grant Date other than as a result of a reason referred to in rule 6.5 or 6.6 or their dismissal for gross misconduct, the Participant may, subject to rule 6.2, exercise the Option within six months of the date of such cessation after which time, subject to rule 6.5, it will lapse.
If the Participant ceases to hold office or employment with a Constituent Company or an Associated Company of the Company in any circumstances where none of rules 6.5, 6.6 or 6.7 apply, the Participant's Option will lapse at that time (regardless of whether such cessation is lawful or unlawful).
If a Participant ceases to be a director or employee of a Constituent Company but on the Bonus Date is an employee or director of an Associated Company of the Company, the Participant may exercise the Option within six months of that date, after which time, subject to rule 6.5, it will lapse.
No person will be treated for the purposes of this rule 6 as ceasing to hold Plan-Related Employment until such person ceases to hold any office or employment with the Company or any company which is an Associated Company of the Company.
A Participant who ceases to hold Plan-Related Employment because of maternity, paternity or parental leave will cease to hold Plan-Related Employment on the date on which the Participant indicates either that they do not intend to return to work or that they will not be returning to work. If the Participant gives no indication, they will cease Plan-Related Employment on the day after the date on which their statutory right to return to work expires under the applicable legislation, or if later, any other date specified in the terms of their employment if they have not then returned to work.
Notwithstanding any other rule of the Plan, the Option will lapse on the date on which the Participant gives notice or is deemed to give notice under the Savings Contract that they intend to stop paying contributions under the Savings Contract or applies for their savings to be repaid.
RESTRICTIONS ON TRANSFER AND BANKRUPTCY
An Option must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant's death, to the Participant's personal representatives) and will lapse immediately on any attempt to do so.
An Option will lapse immediately if the Participant is declared bankrupt.
TAKEOVER, RECONSTRUCTION AND LIQUIDATION
Where any of the events described in rule 8.2 occur, then subject to rules 8.3 and 8.5, any Option may be exercised, subject to rules 6.2, 6.3, 6.4 and 6.5, within a period of six months of the date on which the event occurs, after which time it will lapse.
The events referred to in rule 8.1 are:
General offer
If any person (either alone or together with any person Acting in Concert with them):
obtains Control of the Company as a result of making:
a general offer to acquire the whole of the issued ordinary share capital of the Company other than that which is already owned by them and persons connected with them (which is either unconditional or is made on a condition such that if it is satisfied the person making the offer will have Control of the Company); or
a general offer to acquire all the shares in the Company which are of the same class as the Shares other than those which are already owned by them and persons connected with them; or
already having Control of the Company, makes an offer to acquire all of the Shares other than those which are already owned by them and persons connected with them,
(notwithstanding that such offer may be made to different shareholders by different means) and such offer becomes wholly unconditional.
Scheme of arrangement
A compromise or arrangement in accordance with sections 899 or 901F of the UK Companies Act 2006 applicable to or affecting:
all the ordinary share capital of the Company or all of the shares as are of the same class as the Shares to which the Options relate; or
all the shares, or all of the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a plan that meets the requirements of Schedule 12A to the Taxes Act,
which is sanctioned by the Court.
Non-UK Company Reorganisation Arrangement
A Non-UK Company Reorganisation Arrangement applicable to or affecting:
all the ordinary share capital of the Company or all of the shares as are of the same class as the Shares to which the Options relate; or
all the shares, or all of the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a plan that meets the requirements of Schedule 12A to the Taxes Act,
becoming binding on the shareholders covered by it.
Subject to rule 8.5, if any person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the UK Companies Act 2006, an Option may be exercised, subject to rules 6.2, 6.3, 6.4 and 6.5, while that person remains so bound or entitled, after which time it will lapse.
If the Company passes a resolution for voluntary winding-up, an Option may be exercised, subject to rules 6.2, 6.3, and 6.4, within six months of the passing of the resolution, after which time it will lapse.
An Option will not become exercisable under rules 8.1 or 8.3 but may, with the agreement of the Participant, be exchanged on the terms set out in rule 8.6 to the extent that:
the relevant event is part of an offer, scheme, compromise or arrangement whereby Control of the Company is to be obtained by another company (the "New Company");
immediately after the New Company obtains Control of the Company, all or substantially all of the issued share capital of the New Company will be owned directly or indirectly by the persons who were shareholders in the Company immediately before the change of Control; and
the New Company agrees to grant New Options in accordance with rule 8.6 in consideration for the release of any Options which have not lapsed.
Any Option which is not so exchanged will lapse at the end of the Appropriate Period.
If any company (the "Acquiring Company"):
obtains Control of the Company as a result of making a general offer to acquire:
the whole of the issued ordinary share capital of the Company which is made on a condition such that, if it is met, the person making the offer will have Control of the Company; or
all the shares in the Company which are of the same class as the Shares,
in either case ignoring any Shares which are already owned by it or a person connected with it; or
obtains Control of the Company as a result of a compromise or arrangement sanctioned by the Court under sections 899 or 901F of the UK Companies Act 2006;
obtains Control of the Company as a result of a Non-UK Company Reorganisation Arrangement which has become binding on the shareholders covered by it; or
becomes bound or entitled to acquire Shares in accordance with rule 8.3,
any Participant may, at any time within the Appropriate Period, by agreement with the Acquiring Company, release any Option which has not lapsed (the "Old Option") in consideration of the grant to the Participant of an option (the "New Option") which is equivalent to the Old Option but relates to shares in a different company falling within paragraph 11(b) or (c) of Schedule 12A to the Taxes Act (whether the Acquiring Company or some other company).
The New Option will not be regarded for the purposes of rule 8.6 as equivalent to the Old Option unless the conditions set out in paragraph 16(3) of Schedule 12A to the Taxes Act are satisfied. For the purposes of the New Option, the provisions of this Plan will be construed as if:
the New Option is an option granted at the same time as the Old Option;
the Savings Contract applicable to the Old Option applies to the New Option; and
except for the purposes of the definitions of "Constituent Company" and "Subsidiary" in rule 1.1, the reference to Softcat plc in the definition of "the Company" in rule 1.1 were a reference to the different company mentioned in rule 8.6.
Any reference to the Board in this rule 8 means the members of the Board immediately prior to the relevant event.
MANNER OF EXERCISE
An Option may only be exercised during the periods specified in rules 6 and 8 and only with monies not exceeding the amount of the Repayment under the Savings Contract as at the date of such exercise.
An Option may be exercised, in whole or in part, subject to rule 10.2, by the Participant giving notice in writing or in electronic format and in such form as the Board may from time to time prescribe, to the company secretary of the Company or the Company's duly appointed agent. Any notice of exercise will only take effect on receipt along with the relevant Exercise Price or an instruction to withdraw and apply monies from the Savings Contract equal to the aggregate Exercise Price.
If the amount of the Repayment exceeds the aggregate Exercise Price of all the Shares subject to the Option, the excess will be repaid to the Participant.
ISSUE OR TRANSFER OF SHARES
Subject to rule 10.2, the number of Shares in respect of which the Option has been exercised will be issued or transferred as applicable to the Participant within 30 days of such exercise.
The exercise of the Option and the issue or transfer of Shares under the Plan will be subject to obtaining any approval or consent required by the FCA (or any other relevant authority), any Dealing Restrictions or any other applicable laws or regulations (whether in the UK, Ireland or elsewhere).
ADJUSTMENTS
The number and/or description of Shares subject to an Option and/or the Exercise Price of an Option may be adjusted in such manner as the Board determines in the event of any Variation provided that no such adjustment will be made without the prior approval of the Irish Revenue Commissioners.
Apart from under this rule 11.2, no adjustment under rule 11.1 can reduce the Exercise Price to less than the nominal value of a Share. Where Options relate to both issued and unissued Shares, an adjustment under rule 11.1 may only be made if the reduction of the Exercise Price in respect of both the issued and the unissued Shares can be made to the same extent.
In order for any adjustment made in accordance with rule 11.1 to be effective, a copy of the report from the Company's auditors stating that the adjustments are both fair and reasonable will be required to be submitted to the Irish Revenue Commissioners.
AMENDMENTS
Subject to the provisions of this rule 12, the Company can at any time amend, modify, suspend or terminate the Plan or any provisions of the Plan in any respect, except that any amendment made while the Plan is approved under Schedule 12A to the Taxes Act will not have effect until the Irish Revenue Commissioners have approved it in accordance with paragraph 4(2) of Schedule 12A to the Taxes Act.
Subject to rule 12.3, no amendment to the advantage of Eligible Employees and/or Participants will be made under this rule 12 to the provisions relating to:
the persons to whom, or for whom, Shares are provided under the Plan;
limitations on the number or amount of Shares subject to the Plan;
the maximum entitlement for any one Participant;
the basis for determining a Participant's entitlement to, and the terms of, Shares to be provided under the Plan;
the adjustments that may be made in the event of a variation of capital; and
the terms of this rule 12.2,
without the prior approval of the members of the Company in general meeting.
Rule 12.2 will not apply to any minor amendment which is to benefit the administration of the Plan or is necessary or desirable to take account of any change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company or any Associated Company of the Company or Participant.
No amendment to the material disadvantage of the existing rights of Participants will be made under rule 12.1 unless:
every Participant who may be affected by such amendment has been invited to indicate whether or not they approve the amendment; and
the amendment is approved by a majority of those Participants who have so indicated.
No amendment will be made under this rule 12 if it would prevent the Plan from being an Employees' Share Scheme.
LEGAL ENTITLEMENT
This rule 13 applies during a Participant's employment with the Company or any Associated Company of the Company and after the cessation of such employment, whether or not the cessation is lawful.
Nothing in the Plan or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant's employment with the Company or any Associated Company of the Company are separate from, and are not affected by, their participation in the Plan. Participation in the Plan does not create any right to continued employment with the Company or any Associated Company for any Participant.
The grant of any Option to a Participant does not create any right for that Participant to be granted any further Options or to be granted Options on any particular terms, including the number of Shares to which Options relate.
By participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including:
any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant's employment); or
the operation, suspension, termination or amendment of the Plan.
GENERAL
The Plan will terminate on the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Plan will be without prejudice to the existing rights of Participants.
Shares issued or transferred from treasury under the Plan will rank equally in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of issue or transfer from treasury.
The personal data of any Eligible Employee and of any person who holds or who has held an Option may be processed in connection with the operation of the Plan in accordance with the Group's prevailing data protection policy and as notified to Eligible Employees in accordance with the GDPR. By participating in the Plan, a Participant consents (otherwise than for the purposes of the GDPR) to the processing of their personal data in connection with the operation of the Plan.
The Plan will be administered by the Board. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt regulations for administering the Plan. Decisions of the Board will be final and binding on all parties.
Subject to rule 9.2, any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual to their last known address, or, where they are a director or employee of an Associated Company of the Company, either to the individual's last known address or to the address of the place of business at which the individual performs the whole or substantially the whole of the duties of their office or employment. Subject to rule 9.2, where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or, if not available, 24 hours after sending the notice.
No benefits received under the Plan will be pensionable.
The rules of the Plan will be governed by and construed in accordance with the laws of England and Wales. Any person referred to in the Plan submits to the exclusive jurisdiction of the Courts of England and Wales.
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