1

19

Barratt Developments plc

RULES OF THE BARRATT DEVELOPMENTS PLC DEFERRED BONUS PLAN 2023

Shareholder approval: [18 October 2023]

Directors' adoption: 14 June 2023

Expiry date: [18 October 2033]

SLAUGHTER AND MAY One Bunhill Row London EC1Y 8YY

Ref: PJC/IAB/REN

580429267

Table of Contents

Contents Page

1.Definitions1

2.Grant of Awards4

3.Limits8

4.Vesting of Awards10

5.Consequences of Vesting of Awards11

6.Recovery of Awards13

7.Leaving the Group16

8.Adjustment of Awards18

9.Takeovers and corporate events18

10.Exchange of Awards20

11.Employee rights20

12.General21

13.Amending the Plan24

14.Governing law and jurisdiction25

The Barratt Developments plc Deferred Bonus Plan 2023

Introduction

An Award under the Plan can take the form of:

a nil or nominal cost option - which is a right to acquire Shares during the Exercise Period either for nothing or for the Shares' nominal value;

a conditional award - which is a right to be given Shares automatically on Vesting; or

a forfeitable award - which is an award of Shares, held by or on behalf of the Participant, for a period during which those Shares are forfeitable.

The grant and Vesting of the different types of Award work in similar ways but there are some differences in the mechanics of how they are granted and what happens after they Vest. Following Vesting, Awards will normally be satisfied by the issue of new Shares or the transfer of "market purchase" Shares or Treasury Shares to the Participant.

This introduction does not form part of the Plan rules.

Definitions

In these rules:

"Acquiring Company" has the meaning given in rule 9.3.1;

"Award" means a Conditional Award, an Option or a Forfeitable Award;

"Award Certificate" has the meaning given in rule 2.5.1;

"Award Date" means the date which the Committee specifies for the grant of an Award;

"Bonus" means any bonus earned by an Eligible Employee under any annual bonus plan operated by the Company or a Subsidiary;

"Business Day" means a day on which the London Stock Exchange (or, if relevant and if the Committee determines, any other stock exchange nominated by the Committee on which the Shares are traded) is open for the transaction of business;

"Committee" means, subject to rule 9.4, the remuneration committee of the board of directors of the Company, or any committee or person duly authorised by it;

"Company" means Barratt Developments plc incorporated in England and Wales with registered number 00604574;

"Conditional Award" means a conditional right to acquire Shares granted under the Plan;

"Control" means, in relation to a body corporate, the power of a person to secure by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate, or as a result of any powers conferred by the articles of association, or other document regulating that or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

"Current Employee" means an individual who is a current employee (including an executive director) of the Company or any Subsidiary on the Award Date;

"Data Protection Laws" has the meaning given in rule 12.7.1;

"Dealing Restrictions" means any restrictions relating to dealing in Shares imposed by law, order, regulation, Government directive or any dealing code adopted by the Company;

"Deferred Bonus" means the proportion of any Bonus that the Committee determines will be delivered in the form of an Award;

"Directors' Remuneration Policy" means the Company's directors' remuneration policy within the meaning of section 421(2A) of the Companies Act 2006;

"Dividend Equivalent" has the meaning given in rule 5.5;

"Eligible Employee" means a Current Employee or a Former Employee;

"Exercise Date" has the meaning given in rule 5.2.2;

"Exercise Period" means, in relation to an Option granted to a Current Employee, the period beginning on the Expected Vesting Date and ending on the tenth anniversary of the Award Date (unless the Committee determines a shorter period under rule 2.8.7) and, in relation to an Option granted to a Former Employee, the period of 12 months beginning on the Expected Vesting Date (unless the Committee determines an alternative period under rule 2.8.7);

"Exercise Price" means, in relation to an Option, such amount as the Committee may determine on the Award Date, subject to any adjustment in accordance with rule 8, that a Participant must pay to exercise that Option;

"Expected Vesting Date" means the date specified under rule 2.8.5 on which the Award will normally Vest in accordance with the Plan rules;

"Expiry Date" means [approval date] 2033, being the tenth anniversary of the date the Plan is approved by the Company's shareholders;

"Forfeitable Award" means an award of Shares under which the beneficial interest in the Shares is held by the Participant subject to the risk of forfeiture in accordance with the Plan rules;

"Forfeitable Share Agreement" means an agreement entered into between a Participant and the Company, which sets out the terms on which the Shares subject to a Forfeitable Award will be held;

"Former Employee"means an individual who has been, but is no longer, an employee (including an executive director) of the Company or any Subsidiary, and who has earned a Bonus;

"Group Member" means:

1. the Company; and

1. its Subsidiaries from time to time; and

1. any other company which is associated with the Company and is so designated by the Committee,

and "Group" will be construed accordingly;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003, as amended from time to time;

"London Stock Exchange" means the London Stock Exchange or any successor body;

"Market Value" means, in relation to a Share on any date: (i) for the purposes of rule 5.6 in circumstances where rule 9 applies, the offer price per Share offered to the Company's shareholders in connection with the relevant corporate event (subject to such adjustments as the Committee may determine); (ii) the closing middle-market quotation (taken from the Daily Official List of the London Stock Exchange) of a Share on the Business Day before the relevant date; or (iii) if the Committee so determines, such middle-market quotation for any other Business Day (or the average of such middle-market quotations for any Business Days) occurring before the relevant date, as the Committee may determine, provided that, where either (ii) or (iii) applies, such Business Days do not fall within any period when Dealing Restrictions apply to the Participant in respect of the Award or the Shares subject to the Award;

"Option" means a right granted under the Plan to acquire Shares for the Exercise Price;

"Original Entitlements Forfeited" means, in relation to a Recruitment Award, any awards or entitlements forfeited by an Eligible Employee as a result of the Eligible Employee leaving the Eligible Employee's former employer;

"Participant" means a person holding an Award or that person's personal representatives (or, in relation to rule 6, a person who has held an Award or that person's personal representatives);

"Plan" means the plan constituted by these rules known as the "Barratt Developments plc Deferred Bonus Plan 2023", as amended from time to time;

"Recovery Period" has the meaning given in rule 6.1;

"Recruitment Award" means an Award granted in connection with an Eligible Employee's recruitment to the Company or one of its Subsidiaries to compensate the Eligible Employee for any Original Entitlements Forfeited;

"Relevant Employee Share Plan" means an employee share plan operated by a Group Member, other than an employee share plan which has been registered with HM Revenue & Customs for the purposes of one of Schedules 2 to 5 to ITEPA;

"Shares" means fully paid ordinary shares in the capital of the Company;

"Subsidiary" means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;

"Summary Dismissal" means, in relation to a Participant, the cessation of the Participant's employment with a Group Member in circumstances where that Group Member is entitled to terminate the Participant's employment contract summarily without payment;

"Treasury Shares" means Shares which are governed by Chapter 6 of Part 18 of the Companies Act 2006;

"Vest" means:

1. in respect of a Conditional Award, the Participant becoming entitled, subject to the Plan rules, to receive the Shares subject to that Conditional Award;

1. in respect of an Option, the Participant becoming entitled, subject to the Plan rules, to exercise that Option during the Exercise Period; or

1. in respect of a Forfeitable Award, the Participant's Shares ceasing, subject to the Plan rules, to be subject to the terms of the Forfeitable Share Agreement;

and "Vesting", "Vested" and "Unvested" will be construed accordingly; and

"Vesting Date" means the date on which an Award Vests.

References in these rules to any statutory provision are to that provision as amended or re-enacted from time to time (and any regulations made under it), and, unless the context otherwise requires, words in the singular will include the plural and vice versa. The wording "to the extent that" means "if, but only to the extent that".

Grant of Awards Eligibility

The Committee may, subject to any Dealing Restrictions, grant an Award to any Eligible Employee.

Timing of Award

Awards may not be granted at any time after the Expiry Date. Awards may only be granted:

within 42 days beginning on: the date on which the Plan is approved by the Company's shareholders; the date on which the Company holds an annual general meeting; the Business Day after the day on which the Company's results are announced for any period; the day on which the Directors' Remuneration Policy (or any amendment to it) is approved by the Company's shareholders; or to the extent Dealing Restrictions apply at any time during the periods referred to in (i) to (iv) above, the day on which the grant of Awards is no longer prohibited by any Dealing Restrictions; or on any other day on which the Committee resolves that exceptional circumstances exist which justify the grant of an Award. Size of Awards

The Committee must not grant an Award (other than a Recruitment Award) over Shares with a Market Value that exceeds the Deferred Bonus.

Award conditions The Committee may impose any conditions additional to the Plan rules on the Vesting of an Award, provided that they are specified at the Award Date. The Committee may waive or amend any such condition. Award Certificate Each Participant will receive a certificate (in such form as the Committee may determine) specifying the terms of the Award as soon as reasonably practicable after the Award Date (an "Award Certificate"). The Award Certificate may be the deed referred to in rule 2.8 or any other document or notification determined by the Committee. The Award Certificate may be distributed in hard copy, by email or by any other electronic means. If any Award Certificate is lost or damaged the Company may replace it on such terms as it determines. Unless the Committee determines otherwise, a Participant must, before a date determined by the Committee and notified to the Participant, agree in writing to be bound by the Plan rules and the terms of the Award Certificate. If the Participant does not do so, the Committee may determine that either: the Award lapses; or the Award will not Vest until the Participant does so agree in writing. No payment

A Participant is not required to pay for the grant of any Award.

Administrative errors

If the Committee purports to grant an Award which is inconsistent with rule 3, the Award will be limited and will take effect from the Award Date on a basis determined by the Committee to be consistent with that rule.

Terms of Awards

Awards must be granted by deed, in such form as the Committee determines. The terms of the Award, as determined by the Committee, must be specified in the deed. These should include:

whether the Award is: a Conditional Award; an Option (and if so, its Exercise Price); or a Forfeitable Award, or a combination of the above; the number of Shares subject to the Award; the Award Date; any condition imposed under rule 2.4; the Expected Vesting Date; if the Award is a Recruitment Award and rule 6.1.3 applies, the Recovery Period; the Exercise Period; whether the Participant is entitled to receive any cash or Shares under rule 5.5; and in the case of a Forfeitable Award, whether, in respect of any dividends paid on the Shares subject to that Forfeitable Award before its Vesting Date the Participant: may retain those dividends; must waive those dividends; or must use those dividends to buy additional Shares, in which case the additional Shares will form part of the Shares subject to the Forfeitable Award. Terms of agreement

An Eligible Employee who is to be granted a Forfeitable Award must enter into a Forfeitable Share Agreement on or before the Award Date under which the Eligible Employee agrees:

that, where the Plan rules refer to the Award lapsing, the Shares subject to the Forfeitable Award will be forfeit and the Eligible Employee will do all such things and execute all such documents as the Committee may require to effect the transfer of those Shares to the Committee's order for nil consideration; that, until the Vesting Date of a Forfeitable Award: the Eligible Employee will not assign, transfer or charge the Shares subject to the Forfeitable Award or any interest in them; the Eligible Employee will not, except in relation to any dividends (other than dividends which the Committee determines) paid on the Shares subject to the Forfeitable Award or as otherwise permitted by the Committee, assign, transfer or charge any value which the Eligible Employee receives in respect of the Shares subject to the Forfeitable Award and that such value will itself be treated as forming part of the Shares subject to the Forfeitable Award unless and to the extent that the Committee decides otherwise; if the Committee has so specified, the Eligible Employee will waive any dividends or reinvest any dividends to buy additional Shares which will form part of the Shares subject to the Forfeitable Award; and if the legal interest in the Shares subject to the Forfeitable Award is transferred to the Eligible Employee and the Committee so decides, the Eligible Employee will deposit the share certificates (or other documents of title) relating to the Shares subject to the Forfeitable Award with such person as the Committee may decide. Any additional conditions applicable to the Forfeitable Award must be set out in the Forfeitable Share Agreement or otherwise made available to the Eligible Employee. Transfer of Shares

The Company must make a Forfeitable Award by transferring, or procuring the transfer of, the beneficial interest and (if the Committee so decides) the legal interest in the Shares subject to the Forfeitable Award to the Eligible Employee on the Award Date. The Committee may retain the share certificates for the Shares subject to a Forfeitable Award, and the Company may enter into such arrangements as it thinks fit in order to enable it to enforce the obligations of the Eligible Employee under the Forfeitable Share Agreement.

Section 431 elections

Each Participant irrevocably agrees to enter into a joint election in respect of any Shares acquired under an Award under section 431(1) or section 431(2) (as determined by the Committee) of ITEPA, if required to do so by the Committee.

Awards in tranches

The Committee may grant an Award in any number of tranches, where the terms (as referred to in rule 2.8) of each tranche are different. In these circumstances, the Plan rules will be interpreted as if each tranche was a standalone Award.

Limits Dilution limits

The number of Shares over which the Committee may grant Awards on any date will be limited so that it does not exceed the limits specified in this rule 3. The limits specified in this rule 3 only apply to Awards which are to be satisfied (directly or indirectly) by the issue of new Shares or the transfer of Treasury Shares.

5% and 10% in ten years

The limits are:

the number of Shares representing ten per cent. of the Company's equity share capital on the Award Date less the aggregate of: the number of Shares allocated in respect of awards granted within the previous ten years under any employee share scheme; the number of Shares remaining to be allocated in respect of awards granted on the same date or within the previous ten years under any employee share scheme; and the number of Shares allocated on the same date or within the previous ten years under any employee share scheme otherwise than in respect of an award; and the number of Shares representing five per cent. of the Company's equity share capital on the Award Date less the aggregate of: the number of Shares allocated in respect of awards granted within the previous ten years under any executive share scheme; the number of Shares remaining to be allocated in respect of awards granted on the same date or within the previous ten years under any executive share scheme; and the number of Shares allocated on the same date or within the previous ten years under any executive share scheme otherwise than in respect of an award. Interpretation For the purposes of this rule 3: "allocate" means the issue of new Shares or the transfer of Treasury Shares in satisfaction (directly or indirectly) of a person's right under an award; an "award" means any right to acquire or receive Shares whether conditional or unconditional and whether or not for payment; an "employee share scheme" means any employees' share scheme (with the meaning given in section 1166 of the Companies Act 2006) for Eligible Employees which has been adopted by the Company; "equity share capital" has the meaning given in section 548 of the Companies Act 2006; an "executive share scheme" means any employees' share scheme (with the meaning given in section 1166 of the Companies Act 2006) which has been adopted by the Company for Eligible Employees chosen at the discretion of the body administering the scheme; no account will be taken of Shares acquired by an employee or former employee (or the personal representatives of such a person) where the Shares are acquired for a price equal to their market value at or about the date of acquisition and the cost of those Shares is borne by (or by the estate of) the employee or former employee; no account will be taken of awards which are relinquished or lapse; subject to rule 3.3.9, no account will be taken of an award if and to the extent to which the Committee considers that it will be satisfied by the transfer of existing Shares other than Treasury Shares or cash; any Shares allocated or remaining to be allocated to the trustee of any trust established by a Group Member which were used or which are to be used to satisfy awards granted under an employee share scheme must be treated as having been allocated or as remaining to be allocated in respect of those awards unless the Shares were acquired by the trustee pursuant to a rights issue or other opportunity offered to the trustee in respect of Shares; account will only be taken of Treasury Shares for so long as this is required under institutional shareholder guidelines; and where an award was granted in consideration of the release by an individual holding an award previously granted to that individual under an employee share scheme, then the earlier award will be ignored and the later award will be deemed to have been granted at the same time as the earlier award. Multiple related awards Where an individual is granted two awards on terms that the exercise, vesting or release of one will automatically result in a reduction to the extent to which the other may be exercised, vest or be released and vice versa, then for the purposes of this rule 3 it will only be necessary to take into account that number of Shares which could be acquired in respect of those awards having regard to those terms. Adjustments for variation of share capital The Committee may adjust the limits specified in rule 3.2 in the event of a variation of the equity share capital of the Company. Vesting of Awards Timing of Vesting

Subject to rules 7 and 9, an Award will Vest on the latest of the following:

the date on which the Committee makes its determination of the extent to which any conditions imposed under rule 2.4 have been satisfied; the Expected Vesting Date; the date on which the Committee determines that any investigation ongoing on the Expected Vesting Date into the conduct or actions of any Participant or any Group Member which may be relevant to the Award has been completed and that it does not wish to undertake any action specified in rule 6 in respect of the outcome of such investigation; in relation to a Conditional Award or Forfeitable Award, the Participant having entered into such arrangements as the Committee considers necessary to meet the Participant's liability to any taxation, duties, social security contributions or other amounts in respect of that Conditional Award or Forfeitable Award; and the date on which any Dealing Restrictions which would prevent dealing by the Participant in the Shares subject to the Award on the dates specified above cease to apply. Lapse of Awards To the extent that an Award does not Vest in accordance with rule 4.1, it will lapse immediately. If an Award lapses under any provision of the Plan it cannot subsequently Vest and a Participant has no rights in respect of it. Consequences of Vesting of Awards Conditional Awards or Forfeitable Awards Subject to rules 5.7 and 12.8 and any Dealing Restrictions, the Company will, within 30 days of the Vesting Date of a Conditional Award or a Forfeitable Award, arrange for the transfer (including a transfer out of treasury), or the issue to or to the order of the Participant, of the number of Shares in respect of which the Award has Vested, unless, in the case of a Forfeitable Award, the relevant number of Shares have already been issued or transferred to the Participant. Options A Participant may, subject to any Dealing Restrictions, exercise an Option at any time during the Exercise Period (or, where rule 7 or 9 applies, any exercise period specified under those rules) by: giving notice in the prescribed form to the Company or any person nominated by the Committee; enclosing the relevant Award Certificate (if required by the Committee); and paying to the Company the Exercise Price for each Share in respect of which the Option is exercised (or giving an undertaking in a form acceptable to the Committee to make that payment). Unless the Committee decides otherwise, the "Exercise Date" will be the date of receipt by the Company or its duly appointed agent of the notice (and, if relevant, the Award Certificate, payment and/or undertaking) referred to in rule 5.2.1. However, if an option exercise notice is delivered at a time when any Dealing Restrictions would prohibit the exercise of Options by the Participant, the Exercise Date will be the first Business Day when such Dealing Restrictions cease to apply. Subject to rules 5.7 and 12.8 and any Dealing Restrictions, the Company will, within 30 days of the Exercise Date, arrange for the transfer (including a transfer out of treasury) or the issue to or to the order of the Participant of the number of Shares in respect of which the Option has been exercised. Lapse of Options An Option will lapse to the extent that it has not been exercised at the end of the Exercise Period, unless it lapses earlier in accordance with the Plan rules. However, the Committee may permit a Participant to exercise Options within any period it determines that is longer than the periods permitted for exercise specified in the Plan rules. Rights

Shares issued or transferred on the exercise of an Option or the Vesting of a Conditional Award or the issue or transfer of Shares subject to a Forfeitable Award will rank equally in all respects with the Shares in issue at the point of issue or transfer, except as specified in the Plan rules and, in the case of a Forfeitable Award, the relevant Forfeitable Share Agreement. They will not rank for any rights attaching to Shares by reference to a record date before the date of issue or transfer. Where Shares are transferred (including a transfer out of treasury) on the exercise of an Option or the Vesting of a Conditional Award, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to any such rights before that date, subject to rule 5.5.

Dividend Equivalent Unless the Committee determines otherwise, an Award will include the right to receive, subject to rule 5.7, an amount (a "Dividend Equivalent") equal in value to the dividends which would have been payable on the number of Shares in respect of which an Award Vests in relation to dividends the record dates for which fall during the period beginning on the Award Date and ending on the Vesting Date. The amount of any Dividend Equivalent will be paid in cash unless the Committee decides it will be paid (in full or in part) in Shares. Any Dividend Equivalent will be paid to the Participant as soon as reasonably practicable after the delivery of Shares under rule 5.1 or rule 5.2 (or, if applicable, the payment of a cash amount under rule 5.6). The Committee may determine that the Dividend Equivalent will assume the re-investment of such notional dividends on the Shares subject to an Award on such basis as the Committee determines. The Committee may at any time decide to disapply this rule 5.5 in relation to all or part of a special dividend or dividend in specie which may otherwise be covered by this rule 5.5. Alternative ways to satisfy Awards The Committee may determine to satisfy all or part of a Conditional Award or Option by either: paying a cash amount; or in the case of an Option with an Exercise Price of more than zero, procuring that a number of Shares are transferred to the Participant for nil consideration, in either case, subject to rule 5.7. For a Conditional Award, the cash amount must be equal to the Market Value of the relevant Shares on its Vesting Date. For an Option, the cash amount or the number of Shares transferred in accordance with rule 5.6.1(ii) must have a value equal to the Market Value of the relevant Shares subject to the Option on the Exercise Date less any Exercise Price applicable to the Option in respect of those Shares. The Committee may determine on the Award Date or at any time subsequently that Awards will be satisfied in cash. Withholding Any current or former Group Member or the trustee of any employee benefit trust established by such current or former Group Member may (to the extent permitted by law) make such arrangements as it considers necessary to meet any liability to taxation, duties, social security contributions or other amounts in respect of an Award or otherwise in connection with a person's participation in the Plan, whether the liability is a liability of, or is payable by, the Participant, a current or former Group Member or the trustee of any such trust. These arrangements may include a reduction in the number of Shares subject to an Award and/or the exercise of an Option on behalf of the Participant and/or the sale on behalf of the Participant of any of the Shares to which the Participant is entitled under the Plan and the retention of the sale proceeds to meet the liability. References to social security contributions include anything which, in the Committee's opinion, is reasonably comparable to social security contributions. The Participant authorises the Company to sell on the Participant's behalf sufficient Shares subject to the Award to discharge any liability to taxation, duties or social security contributions arising in connection with that Award that any current or former Group Member is required to withhold and any related costs associated with that sale. In facilitating such a sale, the Company may appoint a broker of its choosing. Recovery of Awards Length of Recovery Period The period during which the Committee may undertake any of the actions specified in rules 6.3, 6.4 and 6.5 (the "Recovery Period") will, subject to rules 6.1.2 and 6.1.3, be the period of three years beginning on the Award Date. If an investigation into the conduct or actions of any Participant or any Group Member has started before, but has not been completed by, the end of the Recovery Period, the Committee may, in its absolute discretion, determine that the provisions of rules 6.3, 6.4 and 6.5 may be applied to an Award until such later date as the Committee may determine to allow that investigation to be completed and for the Committee to consider its findings and determine whether it wishes to undertake any action specified in rules 6.3, 6.4 and 6.5. The Committee may in connection with a Recruitment Award specify in the deed referred to in rule 2.8 that an alternative Recovery Period will apply to that Recruitment Award. Recovery triggers Notwithstanding any other rule of the Plan, if at any time before the end of the Recovery Period, there are, in the Committee's opinion, exceptional circumstances, the Committee may, on such basis as it considers in its absolute discretion to be fair, reasonable and proportionate, undertake any of the actions specified in rules 6.3, 6.4 and 6.5. Such exceptional circumstances include (without limitation): a material misstatement in the published results of the Group or any Group Member; an error in determining the Bonus giving rise to, or the number of Shares subject to, an Award; the assessment of the Bonus giving rise to, or the number of Shares subject to, an Award being based on inaccurate or misleading information; serious misconduct on the part of the Participant concerned; a breach by the Participant of any restrictive, confidentiality, or non-disparagement covenants or other similar undertakings, whether contained in the Participant's employment contract and/or settlement agreement and/or any other agreement between the Participant and a Group Member; where, as a result of an appropriate review of accountability, the Committee determines that the Participant has caused wholly or in part a material financial loss for the Group as a result of: reckless, negligent or wilful actions or omissions; or inappropriate values or behaviour; a material breach of health and safety or environmental regulations; a material failure of risk management; where a Group Member is censured by a regulatory body or suffers, in the Committee's opinion, a significant detrimental impact on its reputation, provided that the Committee determines that, following an appropriate review of accountability, the Participant was responsible for, or had management oversight over, the actions, omissions or behaviour that gave rise to that censure or detrimental impact; or where the Company or entities representing a material proportion of the Group becomes insolvent or otherwise suffers a corporate failure so that ordinary shares in the Company cease to have material value, provided that the Committee determines, following an appropriate review of accountability, that the Participant should be held responsible (in whole or in part) for that insolvency or failure. References in rules 6.1 and 6.2 to Group Members include references to former Group Members. Malus The Committee may, in its absolute discretion, at any time during the Recovery Period: cancel, or reduce the number of Shares subject to, an Award; and/or impose additional conditions on an Award. If an Award is cancelled or reduced in accordance with rule 6.3.1, that Award will be treated (to the relevant extent) as having lapsed. The Company must notify the Participant as soon as reasonably practicable after the Committee has taken any action in accordance with rule 6.3.1. Clawback The Committee may, in its absolute discretion, at any time during the Recovery Period require the Participant to transfer to the Company (or the trustee of any employee benefit trust, if required by the Company): all or some of the Shares acquired under the Award; or a cash payment in respect of all or some of the Shares acquired under the Award. In determining the number of Shares to be transferred and/or the cash payment to be made in accordance with rule 6.4.1, the Committee will take into account the amount of tax and social security contributions actually paid (or due to be paid) by the Participant in respect of the acquisition of the relevant Shares under the Award and whether, in its opinion, the Participant can claim relief from any such tax and social security contributions. Recovery mechanisms In place of requiring the Participant to take the action referred to in rule 6.4, the Committee may, in its absolute discretion, during the Recovery Period: reduce the amount of any future payments in connection with the Plan or under any discretionary bonus plans or other incentive arrangements operated by a Group Member; reduce the number of Shares that would become available to the relevant Participant upon the vesting or exercise of any unvested share award granted under any Relevant Employee Share Plan and held by the relevant Participant; and/or reduce the number of Shares over which a vested but unexercised share award granted under any Relevant Employee Share Plan and held by the relevant Participant may be exercised, on such basis that the Committee considers in its absolute discretion to be fair, reasonable and proportionate. The Committee may take any action referred to in rule 6.3 to give effect to the operation of any withholding or recovery provisions similar to this rule 6 in any Relevant Employee Share Plan, discretionary bonus plan or other incentive arrangement operated by a Group Member. Additional requirements The Committee may from time to time before the Award Date of an Award adopt rules, practices or policies relating to the withholding and/or recovery of value in respect of the Award, which are additional to the terms of rules 6.1 to 6.5, that may apply to that Award. Leaving the Group General rule on leaving employment The terms of this rule 7.1 and rule 7.2 will not apply to an Award granted to a Participant who is a Former Employee on the Award Date. Unvested Awards will lapse (to the maximum extent permitted by law) on the date the Participant ceases to be an employee of the Group unless rule 7.2 or 7.3 applies. If a Participant ceases to be an employee of the Group, for any reason other than Summary Dismissal, holding Vested Options, they may, subject to rules 7.2.5 and 9, be exercised for a period of 12 months beginning on the date of the Participant's cessation of employment, after which time they will lapse. If a Participant ceases to be an employee of the Group because of Summary Dismissal, all the Participant's Awards (whether Vested or not) lapse (to the maximum extent permitted by law). Exceptions to general rule - Unvested Awards If a Participant ceases to be an employee of the Group because of: ill-health, injury or disability, in each case evidenced to the satisfaction of the Committee; the Participant's employing company ceasing to be under the Control of the Company; a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither under the Control of the Company nor a Group Member; redundancy within the meaning of the Employment Rights Act 1996; retirement with the agreement of the Participant's employing company; or any other reason, at the discretion of the Committee, then an Unvested Award will, subject to rules 7.2.2, 7.2.5 and 9, Vest on the date determined in accordance with rule 4.1. If a Participant ceases to be an employee of the Group for one of the reasons specified in rules 7.2.1(i) to 7.2.1(vi), the Committee may, in its absolute discretion, determine that an Unvested Award will Vest on the date of the Participant's cessation of employment (or such other date before the Expected Vesting Date as the Committee may determine). Where the determination as to whether a Participant has ceased to be an employee for one of the reasons specified in rules 7.2.1(i) to 7.2.1(vi) depends on a decision of the Committee, it may, in its absolute discretion, delay or revisit such decision until the Vesting Date as determined in accordance with rule 4.1 and base its decision on all relevant circumstances (including, without limitation, whether the Participant has complied with any applicable restrictive covenants and/or, if the Participant retired from the Group, whether the Participant has remained in retirement). Awards structured as Options may then (to the extent Vested and, subject to rule 9) be exercised for a period of 12 months beginning on the Vesting Date determined in accordance with rule 7.2.1, unless rule 7.2.2 applies, when the 12 month period will begin on the date determined by the Committee in accordance with that rule, after which time, they will lapse. If a Participant ceases to be an employee of the Group for one of the reasons specified in rules 7.2.1(ii) or 7.2.1(iii), the Committee may determine that: an Unvested Award will not Vest under rule 7.2.1; and a Vested Option will not lapse under rule 7.1.3,

but will be automatically exchanged under rule 10.

Death If a Participant dies: an Unvested Award will Vest on the date of the Participant's death; and any Awards structured as Options may then (to the extent Vested and subject to rule 9) be exercised for a period of 12 months beginning on the date of the Participant's death, after which time they will lapse. Alternatively, the Committee may, in its absolute discretion, determine that an Unvested Award will Vest, subject to rule 9, on the date determined in accordance with rule 4.1, in which case the provisions in rule 7.2 will apply mutatis mutandis. Meaning of "ceasing to be an employee of the Group" For the purposes of rule 4 and this rule 7.4, a Participant will not be treated as ceasing to be an employee of the Group until the Participant ceases to be an employee of any Group Member and does not recommence employment with a Group Member within 7 days, unless the Committee determines that a Participant will be treated as ceasing to be an employee of the Group on the date that the Participant gives or receives notice of termination of employment. If a Participant ceases to be an employee of the Group but remains a director of a Group Member, the Committee may determine that, for the purposes of this rule 7.4, that Participant continues to be an employee of the Group until that Participant also ceases to be a director of that Group Member. Adjustment of Awards Power to adjust

If there is:

a variation of the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; a demerger (in whatever form) or exempt distribution by virtue of section 1075 of the Corporation Tax Act 2010; a special dividend or distribution; or any other transaction which will, in the Committee's opinion, materially affect the value of Shares,

the Committee may adjust the number or class of Shares subject to, and the Exercise Price of, an Award as it considers appropriate.

Notice

The Company will notify Participants of any adjustment made under this rule 8 as soon as reasonably practicable thereafter.

Takeovers and corporate events Takeovers Subject to rule 9.3, where: a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares; a person (or a group of persons acting in concert) having obtained Control of the Company makes an offer to acquire all the Shares that person does not already own; or a court sanctions a compromise or arrangement pursuant to section 899 of the Companies Act 2006 in connection with the acquisition of Shares, then an Unvested Award will Vest on the Effective Date. For the purposes of this rule 9, the "Effective Date" will be: where rule 9.1.1 or 9.1.2 applies, the offer becoming unconditional in all respects; and where rule 9.1.3 applies, the date that such compromise or arrangement comes into effect unless the Committee determines that an alternative date should apply. Any Award structured as an Option (whether it Vested under this rule 9.1 or otherwise) may be exercised for a period of one month beginning on the Effective Date, after which time it will lapse. Winding-up, demergers or other corporate events

If a resolution is passed or an order is made for the winding-up of the Company or the Committee becomes aware that the Company is or is expected to be affected by:

a variation of the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; a demerger (in whatever form) or exempt distribution by virtue of section 1075 of the Corporation Tax Act 2010; a special dividend or distribution; or any other transaction, which, in the Committee's opinion, will materially affect the value of Shares, the Committee may determine: that an Unvested Award will Vest; and/or the period of time during which an Option may be exercised, after which time it will, unless the Committee determines otherwise, lapse. Exchange

In the event that:

a company (the "Acquiring Company") is expected to obtain Control of the Company as a result of an offer referred to in rule 9.1.1 or a compromise or arrangement referred to in rule 9.1.3 or an event described in rule 9.1.2 occurs; and either: substantially all the shares in the Acquiring Company are expected to be held by the same persons who, immediately before the obtaining of Control of the Company or event, were shareholders in the Company; or the Committee determines that Awards should be automatically exchanged,

then the Committee, with the consent of the Acquiring Company, may determine that an Unvested Award will not Vest under rule 9.1 and a Vested Option will not lapse under rule 9.1.5 but will, in either case, be automatically exchanged under rule 10.

Committee

In this rule 9, "Committee" means, after the Effective Date, those people who were members of the Committee immediately before the Effective Date or such of those people, numbering no less than two, who may be available.

Exchange of Awards Timing of exchange

Where an Award is to be exchanged under rule 7.2.5 or 9.3 the exchange will take place as soon as reasonably practicable after the relevant event.

Exchange terms

Where a Participant is granted a new award in exchange for an existing Award, the new award:

must confer a right to acquire shares in the company that employs the Participant or another body corporate associated with that employing company; must be, so far as practicable in the Committee's opinion, equivalent to the existing Award; is treated as having been acquired at the same time as the existing Award and Vests in the same manner and at the same time; must be subject to any conditions (including malus and clawback) which are, so far as practicable in the Committee's opinion, equivalent to any conditions applying to the existing Award; and is governed by the Plan as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the company over whose shares the new award is granted under rule 10.2.1. Employee rights Scope For the purposes of this rule 11, "Employee" means any employee of a Group Member. This rule 11 applies during an Employee's employment and after the cessation of an Employee's employment, whether or not such cessation is lawful. Awards separate from employment contract Nothing in the Plan rules or the operation of the Plan forms part of the Employee's contract of employment. The rights and obligations arising from the employment relationship between the Employee and the Employee's employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment. Employee rights No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year. Exercise of discretion The terms of the Plan do not entitle the Employee to the exercise of any discretion in the Employee's favour. Rights to compensation No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to: any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment); any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; or the operation, suspension, termination or amendment of the Plan. Plan participation Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the Plan rules, including this rule 11.6. By participating in the Plan, an Employee waives all rights under or in connection with the Plan, other than the right to acquire Shares subject to and in accordance with the express terms of the Plan and any conditions applicable to their Award, in consideration for, and as a condition of, the grant of an Award under the Plan. Third party rights Nothing in the Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan or any condition applicable to an Employee's Award. This does not affect any other right or remedy of a third party which may exist. General Rights

Except as specified in the Forfeitable Share Agreement applicable to a Forfeitable Award, a Participant will not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Participant has received the underlying Shares as a result of the Vesting of a Conditional Award or the exercise of an Option or, in the case of a Forfeitable Award, the Participant has been notified that the Shares subject to that Forfeitable Award are no longer subject to the Forfeitable Share Agreement.

Transfer

A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If the Participant does, whether voluntarily or involuntarily, then it will immediately lapse. This rule 12.2 does not apply to the transmission of an Award on the death of a Participant to the Participant's personal representatives.

Not pensionable

None of the benefits received under the Plan is pensionable.

Committee's decisions final and binding

The decision of the Committee on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final, conclusive and binding on all persons.

Documents sent to shareholders

The Company may (but is not obliged to) send to Participants copies of any documents or notices normally sent to the holders of its Shares.

Regulations

The Committee has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules and with applicable law. The Committee may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan.

Data protection During the Participant's participation in the Plan, the Company will have access to and process, or authorise the processing of, personal data (as defined in the Data Protection Act 2018, the EU General Data Protection Regulation 5419/16 in such form as incorporated into the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) and any regulations thereunder and/or any implementing legislation (together, the "Data Protection Laws")) held and controlled by any Group Member and relating to employees or customers of any Group Member, or other individuals. Each Group Member will comply with the terms of the Data Protection Laws, and the Company's data protection policies issued from time to time, in relation to such data. Any Group Member and its employees and agents may from time to time hold, process and disclose Participants' personal data in accordance with the terms of the Company's employee privacy notice and data protection policy in force from time to time. Consents

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements the Participant needs to fulfil in order to obtain or avoid the necessity for any such consent.

Listing

If and so long as the Shares are traded on the London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as reasonably practicable.

Enforceability of provisions By accepting an Award, the Participant agrees that: the Plan rules (and in particular rule 6) are fair and reasonable for the protection of the Company's interests; if it should be found that any Plan rule is void as a result of going beyond what is fair and reasonable in all the circumstances, and if by deleting or amending part of the wording of that rule it would not be void, the rule will apply with such deletion and/or amendment as may be necessary to make it valid and enforceable; and all other Plan rules will remain in full force and effect. Notices Except where otherwise specified in the Plan rules, any notice or communication to be given to any person who is, has been or will be eligible to be a Participant may be: delivered by electronic mail and it will be deemed to have been received upon electronic confirmation of such delivery; or personally delivered or sent by ordinary post to their last known address and where a notice or communication is sent by post it will be deemed to have been received 48 hours after the same was put into the post properly addressed and stamped.

Share certificates and other communications sent by post will be sent at the risk of the recipient concerned and no Group Member will have any liability whatsoever to any such person in respect of any notification, document, share certificate or other communication so given, sent or made.

Any notice to be given to any Group Member or the trustee of any trust established by a Group Member will be delivered or sent to the Company at its registered office, marked for the attention of the Company Secretary, and will be effective upon receipt. The Committee may make other arrangements to receive notices. Amending the Plan Committee's powers

Subject to the rest of this rule 13, the Committee may at any time amend the Plan and the terms of any Award in any way.

Shareholder approval Subject to rules 13.2.2 and 13.2.3, the Company's shareholders must approve in advance by ordinary resolution any proposed amendment to the Plan or an Award to the advantage of present or future Participants, which relates to the following: the persons to or for whom Shares or cash may be provided under the Plan; the limits on the number of Shares which may be issued or transferred from treasury under the Plan; the maximum entitlement for any Participant; the basis for determining a Participant's entitlement to, and the terms of, Shares or cash provided under the Plan; the rights of a Participant in the event of a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of the equity share capital of the Company; or the terms of this rule 13.2. The Committee may amend the Plan or the terms of any Award and need not obtain the approval of the Company's shareholders for any minor changes: to benefit the administration of the Plan; to comply with or take account of the provisions of any proposed or existing legislation; or to obtain or maintain favourable tax, exchange control or regulatory treatment of any Group Member or any present or future Participant. The Committee need not obtain the approval of the Company's shareholders for any amendment to any conditions imposed under rule 2.4 as permitted by that rule. Participant consent

If the Committee proposes an amendment to the Plan rules or the terms of any Award (other than a permitted amendment to any conditions imposed under rule 2.4) which would be to the material disadvantage of Participants in respect of subsisting rights under the Plan, then:

the Committee will invite each so disadvantaged Participant to indicate whether or not they approve the amendment; and such amendment will only take effect if the majority (assessed by reference to the size of affected Awards) of the Participants who respond to an invitation made in accordance with rule 13.3.1 consent to the amendment. Notice

The Committee may (but is not obliged to) give written notice of any amendments made to any Participant affected.

Governing law and jurisdiction

English law governs the Plan and all Awards and their construction. The courts of England and Wales will have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

580429267

580429267

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Barratt Developments plc published this content on 14 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2023 15:48:08 UTC.