Capricorn Energy : 2017 LTIP - rules including proposed October 2023 amendments

CONTENTS

Clause

Page No

1.

Interpretation

1

2.

Authority of Committee

6

3.

Grant of Awards

6

4.

Conditions attaching to Awards

7

5.

Dividend Equivalent

8

6.

Restrictions and limitations - General

9

7.

Source of Shares and limits

9

8.

Vesting of Awards

11

9.

Consequences of Vesting

12

10.

Additional provisions relating to the Release of Shares and taxation of Awards

13

11.

Cash Alternative

14

12.

Lapse of Awards

1615

13.

Cessation of employment before the Vesting Date

1615

14.

Cessation of employment after the Vesting Date

1817

15.

Change of Control and Liquidation

1817

16.

Malus and Clawback

2019

17.

Adjustment of Awards

2221

18.

Administration

2322

19.

General

2322

20.

Amendments to these Rules

2423

21.

Data protection

2524

SCHEDULE

2625

Part 1 - Cash Conditional Awards

2625

"Allocated"

has the meaning given in Rule 7;

"Award"

a Retention Award or a Performance Award;

"Award Confirmation"

a certificate or other form of confirmation provided to a

Participant pursuant to Rule 3.3;

"the 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 thereof at which a

quorum is present;

"the Committee"

the remuneration committee of the Board or, on and after

the occurrence of a Rule 15 Event, the remuneration

committee of the Board as constituted immediately before

such event occurs;

"the Company"

means CAPRICORN ENERGY PLC (registered in Scotland

under No. SC226712 and formerly named Cairn Energy

PLC);

"Conditional Award"

a deferred award of Shares subject to the Rules made on

terms that the Participant has no legal and/or beneficial

interest in the Shares comprised in such Conditional Award

until they have been Released following Vesting;

"Control"

the meaning given to that expression by section 995 of the

Income Tax Act 2007 (and "Controlled" shall be construed

accordingly);

"Date of Adoption"

the date on which the Plan is adopted by the Board;

"Date of Approval"

the date on which the Plan is first approved by the

Company in general meeting;

"Date of Grant"

in respect of an Award, the date upon which that Award is

granted by the Committee pursuant to Rule 3.3;

"Dealing Day"

a day on which the London Stock Exchange is open for the

transaction of business;

"Directors' Remuneration

has the meaning given in section 422A(6) of the

Policy "

Companies Act 2006;

"Discretionary Share Scheme"

an Employees' Share Scheme in which participation is

solely at the discretion of the Board or Committee;

"Eligible Employee"

any person who is an employee or executive director of any

2

company which is at the relevant date a member of the

Group;

"Employees' Share Scheme"

the meaning given by section 1166 of the Companies Act

2006;

"Exercise Price"

the price per Share payable on the exercise of an Award

that is a Nominal Value Option, being a price equal to the

nominal value of a Share as at the Date of Grant (subject to

any subsequent adjustment pursuant to Rule 17);

"Financial Year"

a financial year of the Company within the meaning of

section 390 of the Companies Act 2006;

"the Group"

the Company and all of the Subsidiaries for the time being

or where the context so requires any one or more of them

(and "Group Company" shall be construed accordingly);

"Holding Period"

where applicable to an Award (or part thereof), means the

period starting on the Vesting Date and ending on the

earliest of the dates specified in Rule 4.6;

"Issue or Reorganisation"

any capitalisation issue or rights issue or rights 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 or any other event

which may affect the share capital of the Company or a

demerger of the Company;

"ITEPA"

the Income Tax (Earnings and Pensions) Act 2003;

"the London Stock Exchange"

The London Stock Exchange plc or its successor;

"Listing Rules"

the Listing Rules published by the UK Listing Authority (as

amended from time to time);

"Market Abuse Regulation"

Regulation (EU) No 596/2014 of the European Parliament

and of the Council of 16 April 2014 on market abuse;

"Market Value"

in relation to a Share on any day means an amount equal

to the middle-market quotation for a Share (as derived from

the London Stock Exchange Daily Official List) on the

Dealing Day immediately preceding that day (or, if the

Remuneration Committee so determines, the average of

such middle market quotations on the three Dealing Days

immediately preceding that day);

"NIC"

national insurance contributions;

"Nil Cost Option"

a right to acquire Shares for no consideration subject to the

Rules;

"Nominal Value Option"

a right to acquire Shares at the Exercise Price subject to

the Rules;

"Normal Vesting Date"

in relation to an Award, the date specified by the

Committee at or prior to the Date of Grant on which, save

as otherwise specified in the Rules, it will Vest PROVIDED

THAT in the case of an Award granted to an executive

director of the Company, its Normal Vesting Date shall not

be earlier than the third anniversary of the Date of Grant;

3

"Notification Date"

means, in relation to an Award that is an Option, the date

on which the Committee notifies the relevant Participant of

the Vesting of that Option in accordance with Rule 9.2;

"Option"

a Nil Cost Option or a Nominal Value Option;

"Participant"

a person who has been granted an Award and, where the

context so requires, the legal personal representative(s) of

such person (and "Participants" shall be construed

accordingly);

"Performance Award"

a

Conditional Award or an Option granted (or to be

granted) by the Company to an Eligible Employee in

pursuance of the Plan on terms that the Vesting of such

Conditional Award or Option is (subject as otherwise

provided herein) conditional upon:

(i)

the Performance Condition being met; and

(ii)

the relevant Participant remaining a director or

employee of a Group Company until Vesting;

"Performance Condition"

in

relation to a Performance Award, the performance

condition (or performance conditions) as determined by the

Committee in its absolute discretion pursuant to Rules 4.2

and 4.3;

"Performance Period"

in

relation to a Performance Award, and subject as

otherwise provided in these Rules and the applicable

Performance Condition, such period as the Committee may

determine at the Date of Grant, and in the absence of any

such determination, the period commencing on the Date of

Grant of such Award and ending on the third anniversary

thereof;

"Permitted Grant Period"

the period of 42 days commencing on:

(i)

the Date of Adoption;

(ii)

the Dealing Day after the day on which the

Company makes an announcement of its results

for any period;

(iii)

any day on which the Committee resolves that

exceptional circumstances exist which justify the

grant of Awards;

(iv)

any day on which any change to any relevant

legislation, regulation or government directive

affecting Employees' Share Schemes is proposed

or made; and

(v)

in respect of an Eligible Employee, the date on

which that Eligible Employee first becomes

employed by a Group Company,