Croda International : Draft form of the rules of the Croda International Plc Performance Share Plan 2014

Rules of the Croda International Plc

Performance Share Plan 2014

Approved by ordinary resolution of the Shareholders on 24 April 2014

Adopted on 2 May 2014 by resolution of the Board of Directors passed on 2 May 2014 Expires on 2 May 2034

Amended by resolution of the Remuneration Committee passed on 27 April 2016

Further amended by resolution of the Remuneration Committee passed on 1 November 2016

Further amended by resolution of the Remuneration Committee passed on 27 September 2018

Further amended by resolution of the Remuneration Committee passed on 17 January 2019

Further amended by resolution of the Remuneration Committee passed on 27 April 2020, pursuant to the approval of shareholders on 23 April 2020

Further amended by resolution of the Remuneration Committee passed on [DATE] 2024, pursuant to an ordinary resolution of the Shareholders on [DATE] 2024

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	THE RULES OF THE
	CRODA INTERNATIONAL PLC PERFORMANCE SHARE PLAN 2014
	CONTENTS
1	INTERPRETATION AND CONSTRUCTION	3
2	COMMITTEE MY AUTHORISE AWARDS	14
3	RESTRICTIONS ON GRANTING AWARDS	14
4	INDIVIDUAL LIMITS	16
5	GRANT OF AWARDS	17
6	PERFORMANCE CONDITIONS	19
7	DIVIDEND ENHANCEMENT	22
8	VESTING OF AWARDS	24
9	RESTRICTIONS UPON VESTING AND EXERCISE OF AWARDS	25
10	OBLIGATIONS DURING THE HOLDING PERIOD FOR CONDITIONAL
	AWARDS AND SAR AWARDS SETTLED IN SHARES	26
11	OBLIGATIONS DURING THE HOLDING PERIOD FOR SAR AWARDS
	SETTLED IN CASH	28
12	EXERCISE OF AWARDS STRUCTURED AS OPTIONS	28
13	TAX WITHHOLDINGS	29
14	TRANSFERS OF SHARES PURSUANT TO AWARDS	31
15	SATISFACTION OF SAR AWARDS	32
16	LEAVING EMPLOYMENT	33
17	DEATH OF AN AWARD HOLDER AFTER CESSATION OF EMPLOYMENT	3637
18	CHANGE OF CONTROL AND LIQUIDATION	37
19	SCALING-BACK PROVISIONS	40
20	VARIATION OF CAPITAL	40
21	GENERAL	4041
22	NOTICES AND CIRCULARS TO SHAREHOLDERS	42
23	AMENDMENTS TO THESE RULES	43
24	OVERSEAS EMPLOYEES	44
25	DATA PROTECTION	44
26	CLAWBACK	44
27	COSTS	4748
Schedules
1	US Subplan	49

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RULES

of the

THE CRODA INTERNATIONAL PLC PERFORMANCE SHARE PLAN 2014

1. INTERPRETATION AND CONSTRUCTION

1.1 In this Plan, the following expressions have the following meanings unless inconsistent with context:

Adoption Date	the date on which the Plan is adopted by a
	resolution of the Board;
Amendment Date	17 January 2019
Award	either:
	(a)	a Conditional Award; or
	(b)	a SAR Award;
	or both a Conditional Award and a SAR Award
	as the context requires;
Award Certificate	A certificate issued pursuant to Rule 5.4 or
	5.5 as the case may be
Award Date	in respect of an Award, the date upon which
	that Award is granted by the Grantor;
Award Holder	the person holding an Award or, where the
	context so requires, the legal personal
	representatives of such a person;
Base Salary	on the date in question, the basic annual salary
	of an Eligible Employee under his contract of
	employment with the Company or any
	Subsidiary excluding, for the avoidance of
	doubt, any of the following:
	(a)	benefits in kind;
	(b)	bonuses;
	(c)	share options and any other share
		incentive award; and

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	(d)	employer's pension contributions;
Board	the board of directors for the time being of the
	Company or the directors present at a duly
	convened meeting of the directors or a duly
	appointed committee of the board or directors
	of the Company at which a quorum in present;
Clawback Amount	in any case where:
	(a)	any of Rule 26.2.1, Rule 26.2.2,
		Rule 26.3.1 or Rule 26.3.2 applies,
		such part of the additional value which
		the Committee deems, in its absolute
		discretion, to have been received by
		the Award Holder as a direct or
		indirect result of the misstatement or
		error (as the case may be);
	(b)	any of Rule 26.2.3, Rule 26.3.3,
		Rule 26.3.4 or Rule 26.3.5 applies,
		such amount as the Committee deems,
		in its absolute discretion, to be
		appropriate;
Committee	the remuneration committee of the Board;
Company	Croda International Plc (registered number
	206132);
Conditional Award	a conditional right to acquire Shares granted
	pursuant to the Plan and for the time being
	subsisting (or where the context so requires, a
	conditional right to acquire Shares so to be
	granted);
Control	the meaning given to that term by section 995
	of the Income Tax Act 2007 and the expression
	Controlled shall be construed accordingly;
Dealing Day	a day on which the Stock Exchange is open for
	the transaction business;
Declaration	a binding agreement entered into by an Eligible
	Employee that he shall be bound by, and
	comply	with, the provisions of Rule 26 and
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	any direction, determination or demand made
	by the Committee pursuant to such provisions;
Dividend Enhancement	in relation to an Award, its enhancement
	pursuant to Rule 7
Dividend Equivalent Shares	in relation to any Award, the Shares notionally
	added to such Award pursuant to the
	provisions of Rule 7;
Eligible Employee	any individual who, at the relevant date, is an
	employee (including an executive director) of
	any company within the Group;
Employee Tax Liability	all income tax and/or employee's national
	insurance contributions for which a company in
	the Group (or any other person who, at the
	relevant time, is the employer of the Eligible
	Employee) is obliged to account to HMRC
Exercise Period	in relation to an Award structured as an Option
	such period as the Committee shall, in its
	absolute discretion, determine, provided
	always that such period shall commence on the
	Vesting Date of the Award and shall not expire
	later than the tenth anniversary of the Award
	Date;
Executive Director	any Eligible Employee who is an executive
	director of the Company;
Fair Processing Notice	the notice referring to this Plan, made available
	through the Company's intranet and/or the
	Company Secretary or any other officer of the
	Company, which sets out how personal data
	relating to Eligible Employees and Award
	Holders will be processed in connection with
	the Plan
Financial Year	a financial year of the Company (as determined
	in accordance with the provisions of section
	390 of the Companies Act 2006);
General Offer	a general offer to acquire the whole or part of
	the issued ordinary share capital of the
	Company (or such part of such capital as is not
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	then owned by the offeror or any company
	Controlled by the offeror and/or any persons
	acting In Concert with the offer) as a result of
	which the offeror (or any such companies
	and/or such persons) may gain Control of the
	Company;
Grantor	the Company for Awards granted or to be
	granted by the Company and the Trustee for
	Awards granted or to be granted by the
	Trustee;
Group	for:
	(a)	the purposes of Rules 8.4, 10.7, 16,
		21.4, 26 and the definitions of
		"Permitted Reason" and "Retirement"
		only, the Company and all of the
		Subsidiaries for the time being,
		together with any other company of
		which not less than 20% of its equity
		share capital (within the meaning of
		section 548 of the Companies Act
		2006) is for the time being beneficially
		owned (directly or indirectly) by the
		Company and its Subsidiaries and
		which the Committee has resolved for
		the time being should be treated for
		the purposes of that Rule as a member
		of the Group; and
	(b)	all other purposes, the Company and
		all of the Subsidiaries for the time
		being, or where the context so
		requires, any one or more of them,
	and the expression Member of the Group will
	be construed accordingly;
HMRC	Her Majesty's Revenue and Customs;
Holding Period	in relation to an Award, such period as is
	determined by the Committee in its absolute
	discretion pursuant to Rule 5.2.10 provided
	always that such period shall not:
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	(a)	be less that one year long; or
	(b)	be more than two years long;
In Concert	the	meaning given to that term in The City
	Code on Take-overs and Mergers as amended
	from time to time;
Issue or Reorganisation	any capitalisation issue or rights issue (other
	than an issue of shares pursuant to the
	exercise of an option given to shareholders of
	the Company to receive shares in lieu of
	dividend), any open offer or any other variation
	in the share capital of the Company including
	(without limitation) any consolidation, sub-
	division or reduction of capital of the Company
ITEPA	the	Income Tax (Earnings and Pensions) Act
	2003;
Market Value	in respect of an Award, on any particular date:
	(a)	if the Shares are for the time being
		admitted to trading on the Official List
		of the UK Listing Authority, the
		average of the middle market prices
		for a Share as derived from the Official
		List for the 3 consecutive Dealing Days
		immediately preceding the date in
		question; and
	(b)	in all other circumstances, the market
		value of a Share on the date in
		question as determined in accordance
		with Part VIII of the Taxation of
		Chargeable Gains Act 1992;
Option	As the context requires:
	(a)	a Conditional Award which has to be
		exercised by the Award Holder in
		accordance with Rule 12;
	(b)	a SAR Award which has to be
		exercised by the Award Holder in

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accordance with Rule 12;

Other Discretionary Scheme any Other Employees' Scheme other than a share incentive plan approved by HMRC under Schedule 2 to ITEPA, a savings-related share option scheme approved by HMRC under Schedule 3 to ITEPA or any other share option scheme of the Company which is linked to a contractual savings scheme;

Other Employees' Scheme any employees' share scheme (within the meaning of section 1166 of the Companies Act 2006) adopted by the Company enabling directors or employees of any company in the Group, or trustees on behalf of such directors or employees, to acquire Shares other than the Plan

Performance Condition any condition imposed upon an Award pursuant to the provisions of Rule 6 (as may be amended from time to time in accordance with these Rules);

Performance Periodin respect of an Award, the period over which any Performance Condition is to be measured as specified in the Award Certificate relating to such Award provided that:

1. the period is not less than 3 years long; and
2. does not commence before the end of the Financial Year that ends immediately prior to the Award Date;

Permitted Grant Period the period of 42 days commencing on any of

the following:

1. the Adoption Date;
2. the Dealing Day immediately following the date of the announcement to the Stock Exchange of the results of the Company in respect of any period; or
3. any other time fixed by the Committee

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where, in the absolute discretion of the

Committee, circumstances are considered to be exceptional so as to justify the grant of an Award;

Permitted Reason	in relation to an Award Holder:
	(a)	the Award Holder's death;
	(b)	the Award Holder's Retirement;
	(c)	the Award Holder's ill-health, injury or
		disability;
	(d)	the Award Holder's Redundancy;
	(e)	the company by which the Award
		Holder is employed ceasing to be a
		Member of the Group;
	(f)	the business, or part of the business,
		in which the Award Holder works being
		transferred to a transferee which is not
		a Member of the Group;
	(g)	the Committee determining (in its
		absolute discretion) within 3 months
		following the Award Holder's cessation
		of employment within the Group, that
		the circumstances relating to the
		Award	Holder's	cessation	of
		employment within the Group are such
		that he should be treated in the same
		way as an Award Holder ceasing to be
		employed within the Group by virtue of
		one of the reasons set out in
		paragraphs (a) to (f) inclusive of this
		definition;
Plan	the Croda International plc Performance Share
	Plan 2014 established by the adoption of these
	Rules (including any schedule to these Rules)

and as from time to time amended in accordance with the provisions of these Rules;

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Redundancy	in relation to any Eligible Employee or Award
	Holder who is subject to the provisions of the
	Employment Rights Act 1996, redundancy
	within the meaning of such Act and in relation
	to any Eligible Employee or Award Holder who
	is not subject to the Employment Rights Act
	1996, redundancy within the meaning of the
	relevant laws applicable to such person;
Relevant Financial Year	in respect of an Award, the Financial Year in
	which the Award Date falls;
Retirement	in relation to an Award Holder is the cessation
	of his employment with any Member of the
	Group in circumstances determined by the
	Committee (in its absolute discretion) to be
	retirement;
SAR Award	a right to be paid a cash sum determined in
	accordance with these Rules, granted pursuant
	to the Plan and for the time being subsisting
	(or where the context so requires, a right to be
	paid such a cash sum so to be granted);
Scaled-back	a reduction in the number of Shares under
	Award pursuant to the provisions of Rule 19;
Scaling-back Date	in relation to an Award that:
	(a)	pursuant to Rule 16.2, is to be
		Scaled-back upon the Award Holder
		ceasing to be employed within the
		Group, the date on which the Award
		Holder ceases to be employed within
		the Group;
	(b)	pursuant to Rule 18.2, is to be
		Scaled-back upon the occurrence of
		one of the events referred to in Rule
		18, the date on which the event in
		question occurs;
Section 409A Participant	shall have the same meaning as in paragraph 1
	of the US Subplan

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