DCC : Rules of The DCC plc Long Term Incentive Plan 2021 (clean version)

DCC PLC

RULES

of

THE DCC PLC

LONG TERM INCENTIVE PLAN 2021

TO BE SUBMITTED FOR APPROVAL AT THE ANNUAL GENERAL MEETING OF DCC PLC TO BE HELD ON

16 JULY 2021

	CONTENTS
RULE		PAGE NO
1	Definitions	3
2	Eligibility to participate	5
3	Grant of Awards	5
4	Limits to Awards	6
5	Transfer and renunciation of Awards	7
6	Vesting and exercise of Awards	7
7	Malus, clawback and retention of Shares by Executive Director Participants	8
8	Delivery of Shares and rights of Participants	9
9	Plan Shares	9
10	Cessation of employment of a Participant	9
11	Corporate events	11
12	Variation of share capital	12
13	Administration of the Plan	12
14	Amendment of the Plan	12
15	Termination of the Plan	13
16	General provisions	13
17	Data Privacy	14
18	Governing law and jurisdiction	14

RULES OF THE DCC PLC LONG TERM INCENTIVE PLAN 2021

1 Definitions

1.1 In these Rules, unless the context otherwise requires, the following words and expressions shall bear the meanings set out below:

"Accounting Period" means any period in respect of which the Company prepares a report and audited financial statements;

"Act" means the Taxes Consolidation Act 1997 as amended from time to time;

"Adoption Date" means the date on which the Plan was adopted by the Company in general meeting;

"Announcement Date" means the date on which the Company announces its annual or half-yearly results;

"Award" means an Option or a Share Award granted by the Committee to an Eligible Employee in accordance with these Rules;

"Award Certificate" means a deed issued by the Company to an Eligible Employee in respect of the grant of an Award to him;

"Award Date" means the date specified in the Award Certificate as the Award Date;

"Board" means the Board of Directors from time to time of the Company or a duly authorised committee thereof;

"Committee" means the Remuneration Committee of the Board consisting exclusively of non-executive Directors;

"Company" means DCC plc, whose registered office is at DCC House, Leopardstown Road, Foxrock, Dublin 18, Ireland;

"Control" means the control of a company within the meaning given to that expression by Section 432 of the Act and for the purposes of Rule 11 a person shall be deemed to have control of a company if he and others acting in concert with him have together obtained control of a company within such meaning;

"Dealing Day" means a day on which transactions take place on the London Stock Exchange;

"Eligible Employee" means

1. any employee (including an executive director) in the service of a company which is a member of the Group and whose contribution can have a direct and significant impact on Group value or who the Company wishes to retain in anticipation of a direct and significant contribution to Group value in the future; or
2. an employee who is a member of key support staff, provided that only a small number of such employees shall be treated as Eligible Employees;

"Expiry Date" means the latest date on which an Option may be exercised specified on the Award Certificate;

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"Group" means the Company and all of its Subsidiaries and the expression "member of the Group" shall be construed accordingly;

"Market Value" on any day means the closing quotation for a Share on the immediately preceding Dealing Day, as derived from the Daily Official List of the London Stock Exchange;

"Notice of Exercise" means the notice given by a Participant in order to exercise an Option;

"Option" means an option to acquire Shares granted under the Plan;

"Option Price" means the amount (if any) per Share payable on the exercise of an Option;

"Participant" means a person to whom a subsisting Award has been granted or, where the context permits, his legal personal representatives;

"Performance Period" means, with respect to an Award, the period over which the performance of the Company will be measured in order to determine Vesting of the Award, such period to be determined by the Committee and being the period of three Accounting Periods of the Company beginning with the Accounting Period in which the Award Date occurs or the period of three calendar years measured from the Award Date or such other date determined by the Committee or such other period determined by the Committee;

"Plan" means the DCC plc Long Term Incentive Plan 2021 constituted by these Rules as amended from time to time in accordance with Rule 14;

"Plan Shares" means such Shares as are issued or transferred pursuant to the Plan;

"Rules" means the rules of the Plan as set forth herein or as amended from time to time and "Rule" means a rule of the Plan;

"Share Award" means a contingent right to acquire Shares granted under the Plan;

"Shares" means ordinary shares of €0.25 each in the capital of the Company (or any shares representing them);

"Subsidiary" means a company which is a subsidiary within the meaning of Section 7 of the Companies Act 2014 (as amended);

"Vest" means a Participant becoming, in accordance with and subject to the Plan, entitled to exercise an Option or absolutely entitled to the Shares subject to a Share Award (as the case may be) and "Vested" and "Vesting" shall be construed accordingly; and

"Vesting Date" means the date on which an Award normally Vests, as stated on the Award Certificate, or such earlier date when the Award Vests pursuant to Rule 10 or 11 and subject to Rule 6.6.

1.2 In these Rules, where the context permits or requires:

1. the singular shall include the plural and vice versa and the masculine shall include the feminine;
2. a reference to a statutory provision includes any statutory modification, amendment or re-enactment; and

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1. the contents and headings are for ease of reference only and shall not affect their interpretation.

2 Eligibility to participate

1. The Plan is available for such Eligible Employees as shall be nominated for the purpose by the Committee.
2. No Eligible Employee shall be entitled as of right to participate in the Plan. The decision as to who shall have the opportunity of participating and the time and extent of his participation will be made, subject to these Rules, by the Committee at its absolute discretion.

3 Grant of Awards

1. Subject to Rule 3.4, the Committee may, in its absolute discretion, grant an Award by resolution in accordance with these Rules to any Eligible Employee.
2. An Award shall, unless the Committee determines otherwise, be granted:
3. 1. in respect of a fixed number of Shares; and
   2. on the basis that the Shares in respect of which the Award is granted may, subject to Rules 10 and 11, Vest on a date specified by the Committee which shall be no earlier than the third anniversary of the Award Date.
4. The grant of an Award shall be evidenced by an Award Certificate executed by the Company as a deed and sent by the Company to the Participant. The Award Certificate shall specify:
5. 1. whether the Award comprises an Option or a Share Award;
   2. the number of Shares subject to the Award or the formula by which such number may be determined, if relevant;
   3. the Award Date;
   4. the date when the Award will normally Vest (being a date after the end of the Performance Period and no earlier than three years after the Award Date);
   5. the Option Price and Expiry Date, if the Award is an Option;
   6. the conditions which have to be satisfied to determine the extent of Vesting of the Award;
   7. any retention conditions imposed pursuant to Rule 7.4; and
   8. that the Award is subject to the Rules.
6. Subject to Rule 3.5, the Committee may grant an Award under the Plan at any time provided that an Award may not be granted during a period in which dealing in the Shares by the Company's officers, directors or other persons discharging managerial responsibilities is prohibited or restricted by law or regulation or the rules of any securities exchange on which the Shares are admitted to trading (any such prohibition or restriction for the purposes of this Plan being a Dealing Restriction).
7. An Award may not be granted more than 10 years after the Adoption Date.

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