Kerry : 2021 Long-term Incentive Plan Proposed Amendment

KERRY GROUP PLC

THE KERRY GROUP PLC 2021 LONG-TERM INCENTIVE PLAN

PASSED AT THE ANNUAL GENERAL MEETING HELD ON 29 APRIL 2021

THE KERRY GROUP PLC 2021 LONG-TERM INCENTIVE PLANContents

Page No
Part A: Making Awards	2
Part B: Impact of Leaving	7
Part C: General Provisions	9
Part D: Definitions, Interpretation and Administration	18
TAX-#30402654-v3

KERRY GROUP PLC

THE KERRY GROUP PLC 2021 LONG-TERM INCENTIVE PLAN

PART A: MAKING AWARDS

• 1. ELIGIBILITY

• 1.1 An Award may only be made to an Employee.

• 2. AWARD PROCESS

• 2.1 No monetary consideration shall be payable when an Award is made.

• 2.2 An Award shall be made by the Company using such process as it sees fit.

• 3. FORM OF AWARDS

• 3.1 The Committee shall specify on or before the Award Date whether an Award is a Performance Share Award or a Restricted Stock Award.

• 3.2 A Performance Share Award and/or a Restricted Stock Award may take the form of:-

  • 3.2.1 an Invitation to Participate;

  • 3.2.2 a Nominal-Cost Option; and/or

  • 3.2.3 a Contingent Share Award.

• 3.3 The Committee shall specify the form which any Performance Share Award and/or Restricted Stock Award shall take but, if it fails to do so, the default position shall be that each relevant Award shall be an Invitation to Participate.

• 3.4 An Award may, alternatively, be made on the basis that it will be settled in accordance with Rule 4 of Part C.

• 4. TIMING OF AWARDS

• 4.1 An Award may be made during the period of:-

  • 4.1.1 42 days beginning with the date of approval of this Plan by the shareholders of the Company;

  • 4.1.2 42 days beginning with the dealing day following an announcement of the results of the Company for any period; or

  • 4.1.3 28 days immediately after the person to whom it is made first becomes an Employee,

  or at any other time but only if, in the opinion of the Committee, the circumstances are exceptional.

• 4.2 If the Company is prevented by any Dealing Restriction from making an Award within any period as mentioned in Rule4.1of this Part A the Company may make an Award within the

period of 42 days (or, in the circumstances referred to in Rule4.1.3of this Part A, 28 days) after any such Dealing Restriction is removed.

• 4.3 No Award may be made in breach of any Dealing Restriction.

• 4.4 No Award may be made after 28 April 2031.

• 5. PERFORMANCE CONDITIONS

• 5.1 When an Award is made, the Committee shall determine whether, subject to Rule5.2of this Part A, the Vesting of all or part of the Award shall be subject to Performance Conditions.

• 5.2 All Performance Share Awards shall be subject to Performance Conditions.

• 5.3 The Committee reserves the discretion to adjust the number of Award Shares which would otherwise Vest as a result of the formulaic outcome of any Performance Conditions.

  Notwithstanding the extent to which any Performance Conditions are satisfied, the number of Vested Award Shares may be adjusted by the Committee to ensure that the number of Vested Award Shares is aligned to and reflective of the underlying business performance of the Group, a Subsidiary or division(s) and/or wider circumstances. Where the Committee exercises its discretion under this Rule 5.3 of Part A no individual shall have any right of appeal or cause of action in relation to the exercise of that discretion.

• 5.4 The Committee may amend the Performance Conditions if it considers it appropriate to do so. The amended Performance Conditions shall not be materially more or less demanding to satisfy than the original Performance Conditions, taking account of the circumstances that led to the Committee determining that it was appropriate to amend the original Performance Conditions.

• 5.5 If, before the end of the Performance Period, the Award Vests pursuant to any of Rules 3.1, 3.2 or 3.6 of Part C, the Committee shall determine whether and to what extent any Performance Conditions shall then be deemed to be satisfied.

• 5.6 If an Award Vests before the Normal Vesting Date because the Awardholder Leaves, the Committee shall determine whether and to what extent any Performance Conditions shall then be deemed to be satisfied.

• 6. DIVIDEND EQUIVALENTS

• 6.1 No Dividend Equivalent shall apply to an Award, unless the Committee determines otherwise.

• 6.2 If the Committee determines that a Dividend Equivalent applies then, subject to Rule6.3of this Part A, the Awardholder shall be entitled to receive a number of Shares calculated in accordance with Rule6.4of this Part A when the relevant Award is settled.

• 6.3 The Committee may decide that the Dividend Equivalent shall be delivered as a cash payment.

• 6.4 Subject to Rule6.5of this Part A, the number of Shares referred to in Rule6.2of this Part A or the cash payment referred to in Rule6.3of this Part A (as applicable) shall have a value equal to the aggregate dividends in respect of which the record date occurred on or after the Award Date and prior to the expiry of any Post-Vesting Holding Period or, where

the Award is not subject to a Post-Vesting Holding Period, such date prior to the fifth anniversary of the Award Date as the Committee may determine on the number of Vested

Award Shares. If the Dividend Equivalent is to be provided in Shares the calculation of the number of Shares to be so received by the Awardholder may assume the re-investment of dividends. In no circumstances shall any compensation of any form be awarded in respect of any dividends with a record date which occurred prior to the Award Date or after the relevant date determined for the purposes of this Rule 6.4 this Part A.

• 6.5 If a Dividend Equivalent applies to an Award, the Committee may nevertheless determine that the value of any special dividend (or the amount of any other dividend) shall be excluded from any Dividend Equivalent.

• 6.6 The settlement of a Dividend Equivalent shall be subject to Rule 5 of Part C.

• 7. DILUTION LIMITS

• 7.1 An Award may not be made in any calendar year if, on the proposed Award Date, it would cause the number of Shares allocated in the period of 10 calendar years ending with that calendar year under the Plan and any other employee share plan adopted by the Company to exceed 10 per cent of the ordinary share capital of the Company in issue at that time.

• 7.2 An Award may not be made in any calendar year if, on the proposed Award Date, it would cause the number of Shares allocated in the period of 10 calendar years ending with that calendar year under the Plan and any other discretionary employee share plan adopted by the Company to exceed 5 per cent of the ordinary share capital in issue at that time.

• 7.3 Subject to Rules7.4and7.5of this Part A, Shares shall be treated as "allocated" for the purposes of Rules7.1and7.2of this Part A if:

  • 7.3.1 they have been newly issued or transferred from treasury by the Company to satisfy any relevant award granted during the relevant ten calendar year period; or

  • 7.3.2 in respect of any relevant award, the Committee intends that new Shares will be issued or that Shares will be transferred by the Company from treasury to satisfy such award;

  • 7.3.3 and, in either case, Shares shall be treated as allocated for these purposes if they are newly issued or transferred from treasury by the Company to any Trustee for the Trustee to then transfer to satisfy an award.

• 7.4 For the purposes of this Rule7of Part A, treasury Shares shall cease to count as allocated Shares if institutional investor guidelines cease to require such Shares to be so counted.

• 7.5 For the avoidance of doubt, if Shares issued or transferred out of treasury to a Trustee have been counted for the purpose of this Rule7of Part A, they shall not also be counted when they are used to satisfy any relevant award.

• 7.6 The Committee may make such adjustments as it sees fit to how it assesses compliance with Rules7.1and7.2of this Part A in the event of any variation in the share capital of the Company.

• 7.7 If an Award is purported to be made in breach of either of the limits in Rules7.1and7.2of this Part A it shall be limited and will take effect in such manner as the Committee may

determine to be consistent with the relevant Rule (which, for the avoidance of doubt, may involve the Committee reducing the number of Shares under the Award (including to nil)).

• 8. POST-VESTING HOLDING PERIODS

• 8.1 On or before the making of an Award, the Committee shall determine whether the Award shall be subject to a Post-Vesting Holding Period. For the avoidance of doubt, the Committee may decide that some but not all Awards made on a particular Award Date are subject to a Post-Vesting Holding Period. If so, and to the extent that the Committee considers it appropriate, the Committee shall also determine the basis upon which the Post-

  Vesting Holding Period will operate. Notwithstanding any other provision of this Plan, the Committee may make the Vesting and/or exercise of an Award subject to the Awardholder complying with any requirements the Committee may impose in order to give effect to the imposition, operation and/or intention of the Post-Vesting Holding Period.

• 8.2 If an Award is subject to a Post-Vesting Holding Period the Committee shall, subject to Rule 7 of Part C, be empowered consistent with Rule 3 of Part D to interpret the Rules and/or make regulations etc. to give effect to the imposition, operation and/or intention of the Post-Vesting Holding Period.

• 9. INDIVIDUAL LIMIT

  The aggregate market value (as determined by the Committee at or prior to the Award Date) of Shares in respect of which Performance Share Awards and/or Restricted Stock Awards are made to an Employee in any Financial Year shall not be greater than 300 375 per cent of the Employee's annual base salary at the Award Date.

• 10. COMMUNICATION OF DETAILS OF AWARDS

• 10.1 As soon as practicable after an Award has been made the Company shall provide to the Awardholder (in hard copy, by e-mail or in such other electronic format as it sees fit) the following details:-

  • 10.1.1 the type of Award;

  • 10.1.2 the Award Date;

  • 10.1.3 the number of Award Shares;

  • 10.1.4 the Option Price (if any)

  • 10.1.5 the applicable Performance Conditions (if any);

  • 10.1.6 the Normal Vesting Date(s);

  • 10.1.7 whether a Dividend Equivalent will apply;

  • 10.1.8 whether a Post-Vesting Holding Period applies and, if so, such details (if any) as to the terms of the Post-Vesting Holding Period as the Committee sees fit;

  • 10.1.9 that it is a condition of the Award that the Awardholder indemnifies the Company and (if different) the Awardholder's Employer in respect of any Award Tax Liability provided that no US Awardholder shall be responsible for any Award Tax Liability

that is the primary obligation of the Company, the US Awardholder's Employer or any other member of the Group; and

10.1.10

in the case of a Nominal-Cost Option or an Invitation to Participate which is issued on the basis that the Awardholder will be granted an Immediately Exercisable Option on Vesting, the last date on which it may be exercised.

11.

ACCEPTANCE OF AN AWARD

The Committee may require the Awardholder to accept an Award on such basis as it sees fit. For the avoidance of doubt, this means that the Committee may provide for the lapse of an Award if the Awardholder fails to accept the Award on any terms so specified by the Committee.

KERRY GROUP PLC

PART B: IMPACT OF LEAVING

• 1. LEAVING PRIOR TO VESTING

• 1.1 Subject to Rules1.2to1.5of this Part B (inclusive), if before the Normal Vesting Date an

  Awardholder Leaves for any reason then any Award held by him shall lapse when he Leaves. For the avoidance of doubt, this means (without prejudice to the generality of the foregoing) that if an Awardholder Leaves for any reason after the expiry of the Performance Period but before the Normal Vesting Date his Award shall lapse when he Leaves unless he Leaves by reason of any of the circumstances set out in Rules 1.2.1 to 1.2.6 of this Part B (inclusive).

• 1.2 If an Awardholder Leaves by reason of:

  • 1.2.1 death;

  • 1.2.2 ill-health, injury or disability evidenced to the satisfaction of the Committee;

  • 1.2.3 redundancy;

  • 1.2.4 his office or employment being with either a company which ceases to be a member of the Group or relating to a business or part of a business which is transferred to a person who is not a member of the Group;

  • 1.2.5 retirement with the agreement of the Awardholder's Employer (except that this Rule 1.2.5 of Part B shall not apply to a US Awardholder); or

  • 1.2.6 for any other reason, if the Committee so decides,

  then, subject to Rules1.3and 1.5 of this Part B and Rules1.3,3 and 5 of Part C, his Award shall Vest on the Normal Vesting Date subject to, unless the Committee determines otherwise, a Time Pro-Rata Reduction and any Nominal-Cost Option or Immediately

  Exercisable Option may, once capable of exercise, be exercised within the following 12 month period and it shall lapse at the end of that period to the extent that it has not been exercised.

• 1.3 If an Awardholder Leaves by reason of any of the circumstances set out in Rules1.2.1to1.2.6of this Part B (inclusive) the Committee may determine that, subject to Rules1.3,3 and 5 of Part C, his Award shall Vest when he Leaves (or on such other date after the date of Leaving but before the Normal Vesting Date as the Committee may determine) to the extent set out in Rule1.4of this Part B. Any Nominal-Cost Option or Immediately Exercisable Option to which this Rule 1.3 of Part B applies may, once capable of exercise, be exercised within the following 12 month period and it shall lapse at the end of that period to the extent that it has not been exercised.

• 1.4 If an Award Vests in accordance with Rule1.3of this Part B the number of Vested Award Shares shall be calculated taking into account Rule5.6of Part A and, unless the Committee determines otherwise, subject to a Time Pro-Rata Reduction.

• 1.5 If a US Awardholder Leaves by reason of any of the circumstances set out in Rules 1.2.1 to 1.2.6 of this Part B (inclusive) then his Restricted Stock Award shall Vest when he Leaves, provided that the Committee may determine a later Vesting date if the relevant Restricted Stock Award will continue to be subject to a substantial risk of forfeiture until such later date for the purposes of Section 409A of the US Internal Revenue Code of 1986, as amended.

• 2. LEAVING AFTER VESTING

• 2.1 If after the Normal Vesting Date an Awardholder Leaves for any reason then any Nominal-Cost Option or Immediately Exercisable Option he holds on or becomes entitled to on or after Leaving must be exercised before the later of the date which is:

  • 2.1.1 12 months after Leaving; and

  • 2.1.2 12 months after the expiry of any Post-Vesting Holding Period

  subject always to Rules1.2,1.3,3 and 5 of Part C and shall lapse at the end of the relevant period to the extent that it has not been exercised.

KERRY GROUP PLC

PART C: GENERAL PROVISIONS

• 1. VESTING AND EXERCISE OF AWARDS

• 1.1 Subject to Rule1.3of this Part C, an Award will Vest (in whole or in part) on the Normal Vesting Date except where earlier Vesting occurs pursuant to Rules1.3or 1.5 of Part B or Rule 3 of this Part C.

• 1.2 A Nominal-Cost Option or an Immediately Exercisable Option may, once capable of exercise and subject to Rules1.3and 5 of this Part C, be exercised up to and including the day before the tenth anniversary of the Award Date (or the seventh anniversary of the Award Date in the case of a Nominal-Cost Option where the Awardholder is subject to tax in Ireland) (or, in either case, such earlier date as the Committee may specify) subject to it lapsing earlier under any other Rule of this Plan.

• 1.3 An Award may not Vest or be exercised, nor may any Vested Award Shares be issued or transferred to or to the order of the Awardholder following the Vesting or exercise of an Award, if such Vesting, exercise, issue or transfer is prevented by a Dealing Restriction. No other action to settle or otherwise in connection with an Award may be taken in breach of a

  Dealing Restriction. If any Vesting, exercise, issue, transfer or other action is prevented by any Dealing Restriction the relevant event will be delayed until the Dealing Restriction no longer applies.

• 1.4 Subject to Rules1.3,1.6 and 5 of this Part C, the Company shall issue, transfer, or procure the issue or transfer, to (or to the order of) the Awardholder the Vested Award Shares in respect of which an Award is exercised or Vests (as applicable) as soon as reasonably practicable after the date of exercise or Vesting (as applicable), except to the extent that the Committee determines that Shares will be issued or transferred to the Awardholder following the Post-Vesting Holding Period.

• 1.5 The Company may require as a condition of the exercise or Vesting (as applicable) that some or all of the Shares to which the Awardholder becomes entitled on exercise or Vesting

  (as applicable) be allotted or transferred to such third party nominee as the Company may select so that while the Awardholder becomes the beneficial owner of the relevant Shares the legal ownership of such Shares will be held by the nominee selected by the Company on such terms as the Company, acting fairly and reasonably, may determine.

• 1.6 To exercise a Nominal-Cost Option or an Immediately Exercisable Option, the Awardholder shall serve a notice on the Company which:-

  • 1.6.1 specifies the number of Award Shares over which the Award is exercised on that occasion, which shall not exceed the number of Vested Award Shares;

  • 1.6.2 is accompanied by the payment of the Option Price (if any) unless:

    • (i) the Committee waives the requirement to pay the Option Price; or

    • (ii) the Committee permits the Awardholder to provide an undertaking to pay that amount; and