Clarkson : 2023 Share Option Plan rules

Clarkson PLC

2023 SHARE OPTION PLAN

Approved by shareholders of the Company on [11 May] 2023

Adopted by the board of the Company on 1 March 2023

Registered with HMRC on [DATE] under reference [ERS REGISTRATION NUMBER]

Expiry date: [11 May] 2033

The Plan is a discretionary benefit offered by the Clarkson group for the benefit of its employees. Its main purpose is to increase the interest of the employees in Clarkson's long-term business goals and performance through share ownership. The Plan is an incentive for the employees' future performance and commitment to the goals of the Clarkson group.

Shares purchased under the Plan, any cash received under the Plan and any gains made by exercising options granted under the Plan are not part of salary for any purpose (except to any extent required by statute).

The remuneration committee of the board of Clarkson PLC shall have the right to decide, in its sole discretion, whether or not further option will be offered and to which employees those options will be granted.

Participating in the Plan is an investment opportunity distinct from any employment contract. Participation in the Plan entails the risks associated with an investment. An individual who participates in the Plan is treated as being aware of such risks and accepts such risks of his own free will.

The detailed rules of the Plan are set out in this document.

INTRODUCTION

This Plan is intended to comprise of two separate and independent parts.

Part A is intended to satisfy the qualifying requirements of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003.

Part B is not intended to meet the requirements of Schedule 4 and is intended to allow broader participation.

	CONTENTS
Rule		Page
Part A - Schedule 4 Tax-AdvantagedOptions	1
1.	Definitions And Interpretation	1
2.	Eligibility	2
3.	Grant Of Options	3
4.	Limits	5
5.	Exercise Of Options	7
6.	Leavers And Deceased Participants	9
7.	Takeovers And Other Corporate Events	11
8.	Adjustment Of Options	15
9.	Alterations	16
10.	Miscellaneous	17
Part B - Non Tax-AdvantagedOptions	19
1.	Definitions And Interpretation	19
2.	Eligibility	20
3.	Grant Of Options	20
4.	Limits	22
5.	Exercise Of Options	23
6.	Leavers And Deceased Participants	27
7.	Takeovers And Other Corporate Events	28
8.	Adjustment Of Options	31
9.	Clawback	31
10.	Alterations	33
11.	Miscellaneous	34
Schedule 1 - Share Appreciation Rights	36

PART A - SCHEDULE 4 TAX-ADVANTAGED OPTIONS

1. DEFINITIONS AND INTERPRETATION

1.1 In this Part A of the Plan, unless the context otherwise requires:

"Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person;

"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 7 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before such event occurs;

"Company" means Clarkson PLC (registered in England and Wales with registered number 01190238);

"Control" means control within the meaning of section 995 of the Income Tax Act 2007;

"Grant Date" means the date on which an Option is granted;

"Group Member" means:

1. a Participating Company; and
2. a body corporate which has been designated by the Board for this purpose and is:
3. 1. the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a subsidiary (also within the meaning of section 1159 of that Act) of the Company's holding company; or
   2. a subsidiary undertaking (within the meaning of section 1162 of that Act) of a body corporate within paragraph (b)(i) above;

"HMRC" means HM Revenue & Customs;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;

"Listing Rules" means the Listing Rules published by the Financial Conduct Authority;

"London Stock Exchange" means London Stock Exchange plc or any successor to that company;

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

"Participant" means a person who holds an Option including his personal representatives;

"Participating Company" means the Company or any Subsidiary;

"Performance Condition" is a condition related to performance which is specified by the Committee under Rule 3.1 (Terms of grant);

"Plan" means this Part A of the Clarkson PLC 2023 Share Option Plan as amended from time to time;

"Restriction" means any contract, agreement, arrangement or condition which makes provision to which any of subsections (2) to (4) of section 423 ITEPA (Restricted securities) would apply

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if the references in those subsections to the employment-related securities were to Shares and the 'restriction' is such provision;

"Rule" means a rule of the Plan;

"Schedule 4" means Schedule 4 to ITEPA;

"Schedule 4 plan" means a share option plan which meets the requirements of Parts 2 to 6 of Schedule 4;

"Shares" means fully paid ordinary shares in the capital of the Company which satisfy the requirements of paragraphs 16 to 18 and paragraph 20 of Schedule 4 (fully paid up, ordinary share capital) unless Rule 7.5 (Exercise following disqualifying event) applies;

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006) of the Company and of which the Company has Control;

"Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority.

1. Expressions not defined in Part A of the Plan have the same meanings as they have in Schedule 4 and interpretative provisions in Schedule 4 and any guidance issued by HMRC shall apply in interpreting this Plan (except where the Plan expressly provides otherwise).
2. Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
3. The singular includes references to the plural and vice versa. Words denoting the masculine gender shall include the feminine.
4. Expressions in italics, headings and any footnotes are for guidance only and do not form part of the Plan.

2. ELIGIBILITY

1. General rule on eligibility
   Subject to Rule 2.3 (Individuals not eligible), an individual is eligible to be granted an Option only if he is a full-time director or qualifying employee as defined in Rule 2.2 (Individuals eligible).
2. Individuals eligible
   For the purposes of Rule 2.1:
3. 1. a full-time director is an individual who is a director of a Participating Company and is obliged to devote not less than 25 hours a week (excluding meal breaks) to the performance of the duties of his office or employment with that and any other Participating Company; and
   2. a qualifying employee is an employee of a Participating Company (except an employee who is a director of a Participating Company).

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2.3 Individuals not eligible

An individual is not eligible to be granted an Option at any time when he is not eligible to participate in the Plan by virtue of paragraph 9 of Schedule 4 (material interest in a close company). An individual is not eligible to be granted an Option at any time when they are an executive director of the Company.

3. GRANT OF OPTIONS

3.1 Terms of grant

1. Subject to Rule 3.5 (Timing of grant), Rule 3.7 (Approvals and consents) and Rule 4 (Limits), the Committee may resolve to grant an Option on:
2. 1. the terms set out in Part A of the Plan; and
   2. such additional terms (whether a Performance Condition and/or any other terms) as the Committee may specify, provided the Committee reasonably considers that any such Performance Condition is a fair and objective measure of performance

to any person who is eligible to be granted an Option under Rule 2 (Eligibility).

1. 1. On or before the Grant Date, the Committee shall determine the date on which an Option may become exercisable for the purposes of Rule 5.1 (Timing of exercise).
   2. The following terms of an Option shall be stated at the time the Option is granted:
   3. 1. the Option price (as determined by the Committee in accordance with Rule 3.4);
      2. the number and description of the Shares which may be acquired by the exercise of the Option;
      3. any Restriction to which the Shares which may be acquired by the exercise of the Option may be subject;
      4. the times at which the Option may be exercised (in whole or in part);
      5. any terms set out and/or specified under Rule 3.1(a) and the circumstances under which an Option will lapse or be cancelled (in whole or in part); and
      6. any mechanism by which the Committee may, acting fairly and reasonably, alter the aspects referred to in Rule 3.1(c)(ii) (other than pursuant to Rule 8.3) and Rules 3.1(c)(iii), (iv) and (v) above.
2. Method of grant
   An Option shall be granted by deed executed by the Company.
3. Method of satisfying Options
   Unless specified to the contrary by the Board at the time of grant of an Option, an Option may be satisfied:
4. 1. by the issue of new Shares; and/or
   2. by the transfer of treasury Shares; and/or

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