COMPUTACENTER PLC
RULES OF THE COMPUTACENTER PERFORMANCE
SHARE PLAN 2005
Shareholders' Approval: 28 April 2005
Board of Directors' Adoption: 8 March 2005
Shareholders' Approval to Amendment 13 May 2011
Extended with shareholder approval 19 May 2015
Board Approval to Amendment 14 December 2017
Expiry Date: 18 May 2025 (originally 28 April 2015)
Shareholders' Approval to Amendment 18 May 2018
Board Approval to Amendment 7 March 2019
Board Approval to Amendment 5 March 2020
Board Approval to Amendment 20 May 2021
Shareholders' Approval to Schedule 4 19 May 2022
Table of Contents
3 | Rights of Participants before Release | 5 |
4 | Individual limits | 5 |
5 | Vesting and Release of Awards | 5 |
6 | Consequences of Release | 6 |
7 | Clawback | 7 |
8 | Leaving employment during the Performance Period | 8 |
9 | Variations in share capital, demergers and special distributions | 10 |
10 | Takeovers and restructurings | 11 |
11 | Exchange of Awards | 12 |
12 | General | 13 |
13 | Changing the Plan and termination | 17 |
14 | Definitions | 18 |
Schedule 1 | 20 | |
1 | Option Price | 20 |
2 | Cash or Share Settled Option | 20 |
3 | Consequences of Release for an Option | 20 |
4 | Consequences of Takeovers and restructurings for an Option | 20 |
5 | Adjustment of Options | 20 |
6 | Other ways of satisfying an Option | 20 |
Schedule 2 | 22 | |
1 | Holding Period | 22 |
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2 | Consequences of Release | 22 |
3 | Leaving in exceptional circumstances | 22 |
4 | Adjustments of Awards | 23 |
5 | Changing the Plan and Termination | 24 |
6 | Definitions | 24 |
7 | Schedule 1 - options | 24 |
Schedule 3 | 25 | |
1 | Definitions | 25 |
2 | Eligibility | 26 |
3 | Number of Shares granted | 26 |
4 | Settlement of Awards | 26 |
5 | Dividend equivalents | 26 |
6 Minimum Acquisition Period before which the transfer of property of Shares cannot occur 27
7 | Sale restrictions | 27 |
8 | Specific closed periods during which the Shares cannot be disposed of | 27 |
9 | Disability | 27 |
10 | Death of a Participant | 27 |
11 | Adjustment of the Award | 28 |
12 | Exchange of Shares during the Sale Restriction Period | 28 |
13 | Definitive Delivery of the Shares | 28 |
14 | Voluntary deferral of the Award | 28 |
15 | Changes to the 2018 French Qualified Plan | 28 |
16 | Period during which Awards can be granted | 28 |
17 | Participant account | 29 |
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18 | Non-transferability of the Award | 29 |
19 | Severability | 29 |
Schedule 4 | 30 |
Rules of Computacenter Performance Share Plan 2005
1 Granting Awards
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Approval of the Board
Any Awards granted under the Plan must be approved in advance by the Board. - Eligibility
The Grantor may grant an Award to any employee (including an executive director) of a Member of the Group. However, unless the Board considers that special circumstances exist, an Award may not be granted to an employee who, on the Award Date, has given or received notice of termination of employment, whether or not such termination is lawful.
No Award will be granted to a person who is not an employee of a Member of the Group on the Award Date. - Timing of Award
Awards may not be granted at any time after the Expiry Date and Awards may only be granted within 42 days starting on any of the following: - the date of shareholder approval;
- the Company's annual general meeting or any other general meeting;
- the day after the announcement of the Company's results through a regulatory information service for any period;
- any day on which the Board resolves that exceptional circumstances exist which justify the grant of Awards;
- any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or
- the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above.
-
Performance Conditions
When granting an Award, the Grantor may make its Vesting conditional on the satisfaction of one or more conditions linked to the performance of the Company, the Participant, any Member of the Group or business unit. A Performance Condition must be specified at the Award Date and may provide that an Award will lapse if a Performance Condition is not satisfied. The Grantor, with the consent of the Board, may waive or change a Performance Condition in accordance with its terms or if anything happens which causes the Grantor reasonably to consider it appropriate. The Committee will inform Participants of any variation or waiver of the Performance Condition which affects them.
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Other conditions
The Grantor may impose other conditions when granting an Award. Any condition must be specified at the Award Date and may provide that an Award will lapse if it is not satisfied. The Grantor, with the consent of the Board may waive or change a condition in accordance with its terms or in any way they see fit. Notwithstanding anything else in the Plan, an Award will only Vest and/or be Released to the extent that any condition is satisfied or waived. - Holding Period
When granting an Award, the Grantor may make an Award subject to a Holding Period, at the end of which, Awards will be Released. - Award certificates
Each Participant will receive a certificate setting out the terms of the Award as soon as practicable after the Award Date. The certificate may be the deed referred to in 2.1 (Terms of Awards) or any other document. If any certificate is lost or damaged the Company may replace it on such terms as it decides. - No payment
A Participant is not required to pay for the grant of any Award. - Disclaimer of Award
Any Participant may disclaim all or part of his Award within 30 days after the Award Date by notice in writing to any person nominated by the Grantor. If this happens, the Award will be deemed never to have been granted under the Plan. A Participant is not required to pay for the disclaimer. - Administrative errors
If the Grantor tries to grant an Award which is inconsistent with rule 4 (Individual limit) or rule 12.1 (Plan limits) the Award will be limited and will take effect from the Award Date on a basis consistent with those rules.
2 Awards
2.1 Terms of Awards
Awards must be granted by deed. The terms of the Award, as determined by the Grantor, and approved by the Board, must be specified in the deed and must include:
- the number of Shares subject to the Award;
- the Award Date;
- any Performance Condition;
- the Performance Period or the date of Vesting;
- any Holding Period;
- whether the Participant is entitled to receive any cash or Shares under rule 6.2 (Dividend equivalent);
- any other condition specified under rule 1.5 (Other conditions).
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Computacenter plc published this content on 17 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 April 2023 16:57:08 UTC.