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:
- the period is not less than 3 years long; and
- 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:
- the Adoption Date;
- 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
- 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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Croda International plc published this content on 15 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2024 09:17:01 UTC.