__________________________________________
RULES
OF
THE GREENCORE GROUP PLC 2023 RESTRICTED SHARE PLAN
__________________________________________
Adopted by the directors on 24 November 2022
Approved by shareholders on [26 January 2023]
GR059/700/AC#44444671.6
TABLE OF CONTENTS | ||
2. | GRANT OF AWARDS | 4 |
3. | LIMITS ON NUMBER OF PLAN SHARES PLACED UNDER AWARD | 7 |
5. | PERFORMANCE CONDITIONS | 8 |
6. | VESTING OF AWARDS | 8 |
7. | VESTING OF AWARDS IN SPECIAL CIRCUMSTANCES | 9 |
8. TAKEOVER, RECONSTRUCTION, AMALGAMATION, MERGER,
DEMERGER, WINDING UP OF COMPANY, EMPLOYER LEAVING THE | ||
GROUP OR OTHER EXCEPTIONAL EVENT | 11 | |
9. | EXCHANGE OF AWARDS ON TAKEOVER OF COMPANY | 14 |
10. | ADJUSTMENT OF AWARDS ON REORGANISATION | 14 |
11. | LAPSE OF AWARDS | 14 |
12. | RIGHTS ATTACHING TO PLAN SHARES | 15 |
13. | WITHHOLDING TAX AND SOCIAL SECURITY CONTRIBUTIONS | 16 |
14. | RELATIONSHIP OF PLAN TO CONTRACT OF EMPLOYMENT | 17 |
15. | ADMINISTRATION OF PLAN | 18 |
16. | MALUS OR CLAWBACK | 18 |
17. | AMENDMENT OF PLAN | 22 |
18. | DATA PROTECTION | 23 |
19. | NOTICES | 24 |
20. | SEVERABILITY | 25 |
21. | GOVERNING LAW | 25 |
22. | ARBITRATION | 25 |
GR059/700/AC#44444671.6
RULES OF THE GREENCORE GROUP PLC
2023 RESTRICTED SHARE PLAN
1. INTRODUCTION
1.1 Purpose of Plan
The purpose of this Plan is to facilitate the incentivisation, recruitment and/or retention of below-Board employees of the Company and its Subsidiaries.
1.2 Interpretation
In this Plan, unless the context otherwise requires, the following words and expressions have the following meanings:
Accounting Period | any period in respect of which the Company prepares an |
annual report and audited financial statements; | |
Acquiring Company | a company which obtains Control of the Company in the |
circumstances referred to in rule 9.1; | |
Acting in Concert | the meaning given to that expression in section 1 of the Irish |
Takeover Panel Act 1997 (as amended by Regulation 8 of the | |
European Communities (Takeover Bids (Directive | |
2004/25/EC)) Regulations 2006) in its present form or as | |
amended from time to time; | |
Adoption Date | [26 January 2023]; |
Award | a conditional share award granted in accordance with these |
rules; | |
Award Notification | the certificate or Electronic Communication issued in respect |
of the grant of an Award under rule 2.4; | |
Award Holder | an individual who holds an Award or, where the context |
permits, his legal personal representatives; | |
Base Salary | in relation to an Eligible Employee, his base remuneration |
(excluding bonuses, pensions contributions, commissions and | |
benefits in kind) from the Group expressed as an annual rate | |
as at the Date of Grant; | |
Company | Greencore Group plc incorporated in Ireland under company |
number 170116; | |
Control | the meaning given to that word by section 432 of TCA 1997; |
Date of Grant | the date on which an Award is granted to an Eligible Employee |
determined in accordance with rule 2.4; | |
Eligible Employee | subject to rule 2.2, a person who is or is shortly to become an |
employee of any company within the Group and who is not a | |
director of the Company; |
1
Electronic | has the same meaning given to those words in the Electronic |
Communication | Commerce Act 2000 and in addition includes in the case of |
notices or documents issued on behalf of the Company, such | |
document being made available or displayed on a website of | |
the Company or such other website as may be designated by | |
the Remuneration Committee for the purpose of this Plan; | |
Employee Share Scheme | any employee share scheme of the Company which satisfies |
an incentive based award or option through the issue of new | |
shares; | |
Executive Share Plan | any discretionary employee share plan adopted by the |
Company which is not an all employee share plan in which | |
participation is offered on similar terms to all or substantially | |
all employees of the Company or any of its subsidiaries whose | |
employees are eligible to participate in the arrangement | |
(provided that all or substantially all employees are not | |
directors of the Company); | |
Existing Shares | Plan Shares which are in issue before the Vesting of an Award |
and which are to be used to satisfy such Vesting; | |
Group | the Company and its Subsidiaries from time to time and |
"Group Member" shall mean any of them; | |
LSE | the stock exchange operated by The London Stock Exchange |
plc on which the Company has its primary listing or any | |
successor body to such exchange; | |
Malus or Clawback | means the discretion conferred on the Remuneration |
Committee to decide that the Vesting of an Award granted | |
under this Plan or any other benefit conferred under this Plan | |
or any other incentive plan is to be reduced or forfeited in the | |
manner provided for in rule 16; | |
Market Value | the average over the three trading days immediately preceding |
the relevant date of the middle market quotation of a Plan | |
Share (being the average of the best buying and selling prices | |
quoted at the close of the market on each of those three trading | |
days, as derived from the data published by the LSE) except | |
that if any such dealing day is within a Proscribed Period, the | |
mean shall be determined only from the price on those three | |
dealing days which are not within the Proscribed Period; | |
New Award | an award granted by way of exchange under rule 9.1; |
New Plan Shares | the shares subject to a New Award referred to in rule 9; |
Performance Conditions | any performance condition or conditions which may apply to |
the Vesting of an Award; | |
Performance Period | the period or periods determined by the Remuneration |
Committee over which the Performance Condition, if any, are | |
measured; |
2
Plan | the Greencore Group plc 2023 Restricted Share Plan in its |
present form or as amended from time to time; | |
Plan Shares | fully paid ordinary shares in the capital of the Company; |
Proscribed Period | any period as determined by the Secretary of the Company |
after taking account of all legal and regulatory requirements | |
which restrict dealings in the Company's shares provided | |
however that each Award Holder shall be required to assume | |
that such a Proscribed Period is in force at a given time until | |
he has complied with the Company's share dealing rules and | |
has been notified by the Secretary of the Company that he is | |
free to deal; | |
Remuneration Committee | the remuneration committee or some other duly authorised |
committee of the Board of Directors of the Company; | |
Reorganisation | any variation in the share capital of the Company, including |
but without limitation a capitalisation issue, rights issue and a | |
sub division, consolidation or reduction in the capital of the | |
Company; | |
Subsidiary | the meaning given to that word in section 7 of the Companies |
Act 2014; | |
Tax Liability | any tax, levy or social security contributions liability in |
connection with an Award for which the Award Holder is | |
liable (or in the opinion of the Remuneration Committee is | |
believed to be liable) and for which any Group Member or | |
former Group Member is or may be obliged to account to any | |
relevant authority; | |
TCA 1997 | Taxes Consolidation Act 1997; |
Trustee | the trustee or trustees of the Greencore Employee Benefit |
Trust (No. 3 Trust) or such other employee benefit trust as the | |
Company or any other member of the Group may establish to | |
act in substitution or in addition therefore; | |
Vest | an Award Holder becoming absolutely entitled to Plan Shares |
the subject of an Award in accordance with the terms set out | |
in the Award Notification and the terms "Vesting", "Vested" | |
and "Vests" shall be construed accordingly; and | |
Vesting Period | the period or periods from the Date of Grant to the relevant |
Vesting date or dates specified in the Award Notification | |
under rule 2.5(a)(iii). |
1.3 In the Plan, unless otherwise specified,
- the contents and rule headings are inserted for ease of reference only and do not affect their interpretation;
- a reference to a rule is a reference to a rule of the Plan;
3
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Greencore Group plc published this content on 20 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 December 2022 12:48:03 UTC.