IMI : Proposed plan rules for the IMI Incentive Plan

IMI PLC

THE IMI INCENTIVE PLAN

Adopted by the Company on: [●] 2024 Section 2 approved by shareholders on: [●] 2024

Draft: 28 November 2018

UK-#755042001v7

TAX-#30017459-v2

THE IMI INCENTIVE PLAN

Contents

Page No

Section 1

Part A: Annual Bonus 2

Part B: US Deferred Bonus Award 7

Section 2

Part A: Making Share Awards 9

Part B: Performance Share Awards 15

Part C: Deferred Bonus Awards 17

Part D: RSU Awards 18

Part E: Share Options 20

Part F: General Provisions 22

Section 3

Definitions, Interpretation and Administration 32

UK-#755042001v7

IMI PLC

THE IMI INCENTIVE PLAN

SECTION 1

PART A: ANNUAL BONUS

1. PERFORMANCE TARGETS

0.1 All Annual Bonuses must be awarded subject to a Performance Target.

0.2 The terms of the Performance Target applying to any Annual Bonus shall be communicated to the Awardholder in such manner as the Committee determines.

0.3 The Committee reserves the discretion to adjust the amount of any Annual Bonus which would otherwise be paid as a result of the formulaic outcome of any Performance Target. Notwithstanding the extent to which any Performance Target is satisfied, the amount of any Annual Bonus may be adjusted by the Committee to ensure that the amount of any Annual Bonus is reflective of the underlying business performance of the Group, a Subsidiary, a division (or divisions), individual performance and/or wider circumstances. Where the Committee exercises its discretion under this Rule 1.3 of Part A of Section 1, no individual shall have any right of appeal or cause of action in relation to the exercise of that discretion.

0.4 The Committee may amend a Performance Target PROVIDED THAT:

0.4.1 no amendment shall be made unless the Committee acting in good faith considers that the existing Performance Target should be amended to ensure that:-

(a) the amended Performance Target against which performance will then be measured will be fairer;

(b) the amended Performance Target will afford a more effective incentive to the Awardholder; and

1.4.2 the amended Performance Target shall be calibrated such that it is not materially more or less demanding to satisfy than the original Performance Target was when set.

0.5 If, before the end of a Performance Period, there is a Takeover, the Committee shall determine whether and to what extent a Performance Target shall then be deemed to be satisfied. Alternatively, the Committee may, if it sees fit, decide that any relevant Performance Target shall be waived.

1. individual limit on annual bonuses

1.1 Before or during the relevant Financial Year, the Committee shall, subject to Rules 2.2 and 2.3 of this Part A of Section 1, determine the maximum value that may be delivered to the Awardholder under this Part A of Section 1 expressed as a percentage of the Annual Base Salary of the Awardholder ("Maximum Bonus").

1.2 If an individual who the Committee wishes to participate in this Part A of Section 1 only becomes an Employee after the start of the relevant Financial Year, the Committee shall determine the Maximum Bonus which may be delivered to that individual for that Financial Year as soon as reasonably practicable after the individual becomes an Employee.

1.3 The Maximum Bonus that may be delivered to an Awardholder shall never be greater than 200% of his Annual Base Salary.

2. DETERMINATION OF annual BONUSES

2.1 Subject to Rules 1.3, 1.5, 3.2, 3.3 and 5.3 of this Part A of Section 1, the Committee shall determine each Awardholder's Annual Bonus in respect of all or part of a Financial Year (as a percentage of his Annual Base Salary) in light of the extent to which any Performance Target is satisfied.

2.2 The Committee shall have complete discretion (without limitation and without being obliged to exercise that discretion) as to the matters that should be included or excluded from any assessment relating to the determination of the amount of any Annual Bonus notwithstanding any Performance Target. The Committee may (but without limitation) consider the following factors:

2.2.1 any Performance Target;

2.2.2 the individual contribution and/or performance of the Awardholder;

2.2.3 the performance of any member of the Group;

2.2.4 the performance of any business for which the Awardholder has worked during the relevant Financial Year or part thereof;

2.2.5 any material acquisitions or disposals made by any member of the Group during the relevant Financial Year;

2.2.6 if appropriate, the performance of any wider grouping or sector in which the business referred to in Rule 3.2.4 of this Part A of Section 1 falls (for example, a division or the group as a whole);

2.2.7 the impact of currency exchange rates on any factor that the Committee considers appropriate;

2.2.8 the Company's share price performance;

2.2.9 the health and safety performance of any member of the Group;

2.2.10 achievement of the "IMI Way" and any other corporate reputational issues; and

2.2.11 any other factor as the Committee sees fit.

2.3 In determining the amount of any Annual Bonus, the treatment of all exceptional items, rationalisation spend and releases or recognitions of contingent assets will be reviewed by the Committee prior to the determination of the Annual Bonus. In addition, the Committee may apply the following general principles:

2.3.1 that any determination of the profits of a member of the Group shall be adjusted to eliminate:

(a) the impact of exchange rate movements; and/or

(b) the impact on the cash, interest and share numbers attributable to any share buy-backs;

2.3.2 that the actual achievement of any financial measures shall be calculated on a consistent basis; and

2.3.3 that the impact of any acquisitions or disposals shall be determined by the Committee at the time of such acquisition or disposal on the general assumption that such impact will be eliminated if such acquisition or disposal takes place during the relevant Financial Year, unless the Committee determines otherwise.

3. payment OF annual BONUSES

3.1 Subject to Rule 5.1 of this Part A of Section 1, an Annual Bonus shall only be payable to an Awardholder who is an Employee on the last day of the relevant Financial Year and who is not on that date under notice (given by or to him) that his employment with the Group is to cease.

3.2 Subject to Rule 4.3 of this Part A of Section 1, any Annual Bonus shall be payable in the form of a cash payment.

3.3 Subject to Rules 4.4 and 5 of this Part A of Section 1, an Annual Bonus shall be payable:

3.3.1 partly in the form of a US Deferred Bonus Award (in the case of prospective US Awardholders) or party in the form of a Deferred Bonus Award (in the case of all other prospective Awardholders); and

3.3.2 partly in the form of a cash payment:

(a) if at the end of the relevant Financial Year the Awardholder has failed to fulfil any share ownership guideline, in which case his Annual Bonus shall be paid in a way such that following such payments such share ownership guideline is satisfied, provided that in no circumstances shall the number of Shares made subject to a Deferred Bonus have a value on the relevant Award Date in excess of 50% of the value of the total Annual Bonus payable in respect of the relevant Financial Year; or

(b) if the Committee so decides, in which case the Committee shall also determine the limit on the number of Shares which may be made subject to a Deferred Bonus, provided that in no circumstances shall the value of such Shares on the relevant Award Date exceed the value of the total Annual Bonus payable in respect of the relevant Financial Year.

3.4 Where an Annual Bonus would be paid partly in the form of a Deferred Bonus in accordance with Rule 4.3.1 of this Part A of Section 1 but the relevant individual Leaves before the relevant Award Date the amount of Annual Bonus which would otherwise have been paid as a Deferred Bonus shall, subject to Rule 5.1 of this Part A of Section 1, instead be paid to him in the form of a cash payment at such time as the Committee, acting fairly and reasonably, may determine.

3.5 Any part of an Awardholder's Annual Bonus payable in cash will be paid to the Awardholder at such time as the Committee may determine. The Awardholder authorises the Company to withhold from any part of his Annual Bonus so payable an amount not exceeding the Award Tax Liability (or to procure the withholding of such amount).

3.6 Notwithstanding any other provision of this Part A of Section 1 to the contrary:

3.6.1 an Annual Bonus granted to a US Awardholder shall only be paid (in part or in full) in the form of a US Deferred Bonus Award if the Committee determines to do so pursuant to a written agreement established at the time such Annual Bonus is granted, and

3.6.2 unless otherwise provided pursuant to a US Deferred Bonus Award, any amount earned under a US Awardholder's Annual Bonus shall be paid no later than March 15th of the year following the year in which the amount ceases to be subject to a substantial risk of forfeiture within the meaning of Section 409A.

4. LEAvers

4.1 If an Awardholder Leaves before the end of the relevant Financial Year then, unless the Committee determines otherwise, his Annual Bonus shall lapse.

4.2 If an Awardholder Leaves for any reason after the end of the relevant Financial Year any right he might have to receive an Annual Bonus shall be determined in accordance with Rule 3 of this Part A of Section 1.

4.3 In circumstances where the Committee exercises the discretion in Rule 5.1 of this Part A of Section 1 to allow the payment of an Annual Bonus notwithstanding that the relevant Awardholder Leaves before the end of the relevant Financial Year the amount of such Annual Bonus shall be determined by the Committee taking into account such factors as it may determine which may include, without limitation, any of the factors referred to in Rules 3.2 and 3.3 of this Part A of Section 1 and/or a Time Pro-Rata Reduction.

4.4 Any Annual Bonus to which an Awardholder is entitled under the terms of this Rule 5 of this Part A of Section 1 shall be paid in accordance with Rule 4.5 of this Part A of Section 1.

4.5 The operation of Rule 6 of this Part A of Section 1 subsequent to the Awardholder Leaving shall not override the provisions of this Rule 5 of Part A of Section 1.

5. TAKEOVERS

5.1 All Annual Bonuses shall Vest on a Takeover to the extent set out in Rule 6.2 of this Part A of Section 1.

5.2 If an Annual Bonus Vests in accordance with Rule 6.1 of this Part A of Section 1 the amount of any Annual Bonus shall be calculated taking into account Rule 1.5 of this Part A of Section 1 and, unless the Committee determines otherwise, a Time Pro-Rata Reduction.

5.3 If an Annual Bonus Vests under this Rule 6 of Part A of Section 1 it shall be paid to the Awardholder in accordance with Rule 4.5 of this Part A of Section 1.

6. INCORPORATION BY REFERENCE

6.1 The following provisions of Part F of Section 2 are hereby incorporated into this Part A of Section 1 amended to the extent (if at all) described below:

6.1.1 Rule 2 (Malus & Clawback), except that in Rule 2.1.2 the words "the number of Shares placed under, or received pursuant to, a Share Award" shall be deleted and replaced with "the amount of any Annual Bonus" and in Rule 2.3 the words "the number of Shares subject to any Share Award" shall be deleted and replaced with "the amount of any future Annual Bonus".

6.1.2 Rule 8 (Service of Documents), except that in Rule 8.5 the following text shall be deleted ", including in relation to (without limitation) the Vesting or exercise of a Share Award or the sale of some or all of the Vested Award Shares acquired on the Vesting or exercise of a Share Award".

6.1.3 Rule 9 (Third Party Rights).

6.1.4 Rule 11 (Data Protection).

6.1.5 Rule 12 (Relationship with Contract of Employment), except that in Rule 12.6 the words "acquire or retain Shares, or any interest in Shares, or to" shall be deleted.

6.1.6 Rule 13 (Non-Transferability of Awards), except that the words "acquire any Award Shares or to" shall be deleted from Rule 13.2.1, the words "to acquire any Award Shares or" shall be deleted from Rule 13.2.4 and the words "any Shares or" shall be deleted from the final line of Rule 13.2.

6.1.7 Rule 14 (Jurisdiction).

6.2 Any capitalised terms used in this Part A of Section 1 and defined in Section 3 are hereby incorporated into this Part A of Section 1. Any such capitalised terms shall be interpreted so as to take account of the amendments made by Rule 7.1 of this Part A of Section 1 to any Rules incorporated by reference into this Part A of Section 1 by that Rule.

7. ALTERATIONS

7.1 The Committee may alter or amend any of the provisions of this Part A of Section 1 in any respect.

IMI PLC

THE IMI INCENTIVE PLAN

SECTION 1

PART B: US DEFERRED BONUS AWARD

1. eligibility AND ADMINISTRATION

8.1 A US Deferred Bonus Award shall only be awarded to an individual who is an Employee on the Award Date and who is not on that date under notice (given by or to him) that his employment with the Group is to cease.

8.2 The acquisition and holding of the Shares purchased for the purposes of a US Deferred Bonus Award shall be on such terms as the Committee may determine and communicate to each relevant Employee.

9. individual limit on deferred bonuses

A US Deferred Bonus Award shall be over such whole number of Shares as the Committee may determine as may be acquired with the relevant amount of Annual Bonus (as determined under Rules 3 and 4.3 of Part A of Section 1).

10. SOURCE OF SHARES

10.1 Notwithstanding any other Rule of this Plan, no Shares may be issued or treasury Shares transferred to satisfy a US Deferred Bonus Award.

11. INCORPORATION BY REFERENCE

11.1 Rules 4, 9 and 10 of Part A of Section 2 are hereby incorporated, except that any references to "Share Award" shall be deleted and replaced with "US Deferred Bonus Award".

11.2 The following provisions of Part F of Section 2 are hereby incorporated into this Part B of Section 2, except that any reference to the issue of Shares or a Share Option shall be omitted all references to "Share Award" shall be deleted and replaced with "US Deferred Bonus Award" and as further amended to the extent (if at all) described below:

11.2.1 Rule 2 (Malus & Clawback).

11.2.2 Rule 5 (Recovery of Award Tax Liability and Related Matters).

11.2.3 Rule 6 (Variation of Share Capital), except that the words "and the Option Price (if any)" shall be deleted.

11.2.4 Rule 8 (Service of Documents).

11.2.5 Rule 9 (Third Party Rights).

11.2.6 Rule 10 (Rights Attaching to Shares).

11.2.7 Rule 11 (Data Protection).

11.2.8 Rule 12 (Relationship with Contract of Employment).

11.2.9 Rule 13 (Non-Transferability of Awards).

11.2.10 Rule 14 (Jurisdiction).

11.3 Any capitalised terms used in this Part B of Section 1 and defined in Section 3 are hereby incorporated into this Part B of Section 1. Any such capitalised terms shall be interpreted so as to take account of the amendments made by Rules 4.1 and 4.2 of this Part B of Section 1 to any Rules of this Plan incorporated by reference into this Part B of Section 1 by those Rules.

11.4 Notwithstanding anything in these Rules to the contrary, the Committee shall be empowered to interpret the provisions of this Part B of Section 1 in relation to their application to any US Deferred Bonus Award in such manner as it sees fit to ensure the consistent operation of this Part B of Section 1 in all jurisdictions in which Deferred Bonuses are awarded.

12. ALTERATIONS

The Committee may alter or amend any of the provisions of this Part B of Section 1 in any respect.

IMI PLC

THE IMI INCENTIVE PLAN

SECTION 2

PART A: MAKING SHARE AWARDS

1. ELIGIBILITY

13.1 A Share Award may only be made to an Employee.

14. grant process

14.1 No monetary consideration shall be payable for the grant of a Share Award.

14.2 A Share Award shall be granted by the Company executing a deed.

15. FORM OF certain share AWARDS

15.1 A Performance Share Award, a Deferred Bonus Award and/or an RSU Award may take the form of:-

15.1.1 a Nil-Cost Option Award; and/or

15.1.2 a Contingent Share Award.

15.2 The Committee shall specify the form which any such Award shall take but, if it fails to do so, the default position shall be that each relevant Award shall be a Nil-Cost Option Award.

15.3 For the avoidance of doubt, Share Options may be granted on the terms set out in this Part A and Part E of this Section 2.

16. Timing of Awards

16.1 A Share Award may be made during the period of:-

16.1.1 42 days beginning with the Dealing Day following an Announcement; or

16.1.2 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.

16.2 If the Company is prevented by any Dealing Restriction from making a Share Award within any period as mentioned in Rule 4.1 of this Part A of Section 2 the Company may make a Share Award within the period of 42 days (or, in the circumstances referred to in Rule 4.1.3 of this Part A of Section 2, 28 days) after any such Dealing Restriction is removed.

16.3 No Share Award may be made in breach of any Dealing Restriction.

16.4 No Share Award may be made after [●] 2034.

17. Performance Targets

17.1 When a Share Award other than a Deferred Bonus Award is made, the Committee shall determine whether, subject to Rule 5.5 of this Part A of Section 2, Rule 5.6 of this Part A of Section 2 and Rule 1 of Part B of this Section 2, the Vesting of all or part of the Award shall be subject to a Performance Target.

17.2 The terms of the Performance Target applying to any Share Award shall be set out in the deed of grant.

17.3 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 Target. Notwithstanding the extent to which any Performance Target is satisfied, the number of Vested Award Shares may be adjusted by the Committee to ensure that the number of Vested Award Shares is reflective of the underlying business performance of the Group, a Subsidiary, a division (or divisions), individual performance and/or wider circumstances. Where the Committee exercises its discretion under this Rule 5.3 of Part A of Section 2, no individual shall have any right of appeal or cause of action in relation to the exercise of that discretion.

17.4 The Committee may amend a Performance Target PROVIDED THAT:

17.4.1 no amendment shall be made unless the Committee acting in good faith considers that the existing Performance Target should be amended to ensure that:-

(a) the amended Performance Target against which performance will then be measured will be fairer;

(b) the amended Performance Target will afford a more effective incentive to the Awardholder; and

17.4.2 the amended Performance Target shall be calibrated such that it is not materially more or less demanding to satisfy than the original Performance Target was when set.

17.5 If, before the end of the Performance Period, the Share Award Vests pursuant to any of Rules 3.1, 3.2 or 3.6 of Part F of Section 2, the Committee shall determine whether and to what extent a Performance Target shall then be deemed to be satisfied. Alternatively, the Committee may, if it sees fit, decide that any relevant Performance Target shall be waived.

17.6 If a Share Award Vests before the Normal Vesting Date because the Awardholder Leaves the Committee shall determine whether and to what extent a Performance Target shall then be deemed to be satisfied. Alternatively, the Committee may, if it sees fit, decide that any relevant Performance Target shall be waived.

18. dividend equivalents

18.1 The Committee shall determine on or before the Award Date whether a Dividend Equivalent shall apply to any Share Award.

18.2 If a Dividend Equivalent applies then, subject to Rule 6.3 of this Part A of Section 2, the Awardholder shall be entitled to receive a number of Shares calculated in accordance with Rule 6.4 of this Part A of Section 2 when the relevant Share Award is settled.

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

18.4 Subject to Rule 6.5 of this Part A of Section 2, the number of Shares referred to in Rule 6.2 of this Part A of Section 2 or the cash payment referred to in Rule 6.3 of this Part A of Section 2 (as applicable) shall have a value equal to the aggregate dividends (excluding any dividend tax credit, where relevant) in respect of which the record date occurred on or after the Award Date and prior to the Vesting date on the number of Shares in respect of which the relevant Share Award Vests. 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 date of Vesting.

18.5 The Committee may determine that the value of any special dividend (or the amount of any other dividend) shall be excluded from any Dividend Equivalent.

18.6 The settlement of a Dividend Equivalent shall be subject to Rule 5 of Part F of Section 2.

19. DILUTION LIMITS

19.1 A Share Award may not be granted if, on the proposed Award Date, it would cause the number of Shares allocated 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.

19.2 A Share Award may not be granted if, on the proposed Award Date, it would cause the number of Shares allocated 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.

19.3 Subject to Rule 7.4 of this Part A of Section 2 and Rule 7.5 of this Part A of Section 2, Shares shall be treated as "allocated" for the purposes of Rules 7.1 and 7.2 of this Part A of Section 2 if:

19.3.1 they have been newly issued or transferred from treasury by the Company to satisfy any relevant award granted during the previous ten years; or

19.3.2 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; or

19.3.3 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.

19.4 For the purposes of this Rule 7 of Part A of Section 2, treasury Shares shall cease to count as allocated Shares if institutional guidelines cease to require such Shares to be so counted.

19.5 For the avoidance of doubt, if Shares issued or transferred out of treasury to a Trustee have been counted for the purpose of this Rule 7 of Part A of Section 2, they shall not also be counted when they are used to satisfy any relevant award.

19.6 The Committee may make such adjustments as it sees fit to how it assesses compliance with Rules 7.1 and 7.2 of this Part A of Section 2 in the event of any variation in the share capital of the Company.

19.7 If a Share Award is purported to be granted in breach of either of the limits in Rules 7.1 and 7.2 of this Part A of Section 2 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).

7A.1 POST-VESTING HOLDING PERIODS

7A.2 On or before the grant of a Share Award other than a Deferred Bonus Award, the Committee shall determine whether the relevant Share Award shall be 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 which, in the case of US Awardholders, shall be consistent with Section 409A. Notwithstanding any other provision of this Plan, the Committee may make the Vesting of a Share 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.

7A.3 If a Share Award is subject to a Post-Vesting Holding Period the Committee shall, subject to Rule 7 of Part F of Section 2, be empowered consistent with Rule 3 of Section 3 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.

20. OVERARCHING Individual Limit[footnoteRef:1] [1: NRF NTD: Subject to confirmation by IMI that including any Deferred Bonus Awards within this limit does not create any issues. ]

20.1 The aggregate market value (as determined by the Committee at or prior to the Award Date) of Shares in respect of which Share Awards are made to an Employee in any Financial Year shall not be greater than 400 per cent of the Employee's annual base salary at the Award Date unless the reason for this limit being exceeded is wholly or partly due to the grant of an Award in accordance with Rule 1.1 of Part D of Section 2 and/or Rule 1.1 of Part E of Section 2.

8A.1 NON-COMPETE UNDERTAKINGS AND OTHER RESTRICTIONS

8A.2 On or before the grant of a Performance Share Award or RSU Award, the Committee shall determine whether the relevant Performance Share Award or RSU Award shall be granted conditional upon the Awardholder complying with any non-compete undertaking(s) and/or any other restriction(s) that the Committee may specify.

21. COMMUNICATION of DETAILS OF SHARE AWARDS

21.1 As soon as practicable after a Share 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:-

21.1.1 the type of Award;

21.1.2 the Award Date;

21.1.3 the number of Award Shares;

21.1.4 the Option Price (if any)

21.1.5 the applicable Performance Target (if any);

21.1.6 the Normal Vesting Date;

21.1.7 whether a Dividend Equivalent will apply;

21.1.8 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;

21.1.9 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;

21.1.10 if the Committee sees fit and specifies as such in the relevant deed of grant, that it is a condition of the Award that the Awardholder shall agree with and undertake to the Company and, if different, the Awardholder's Employer that:-

(a) the Awardholder's Employer may recover from the Awardholder:-

(i) the whole or such part as the Committee may determine of any Employer's NICs payable in respect of any NIC Award Income; and

(ii) to the extent lawful, the whole or such part as the Committee may determine of any other amount in the nature of tax or social security contributions (whether under the laws of the United Kingdom or otherwise) for which the Awardholder's Employer is primarily liable to account in connection with the Awardholder's participation in the Plan; and

(b) the Awardholder shall, if required to do so, enter into a joint election with the Awardholder's Employer (in a form approved by HM Revenue & Customs under paragraph 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992) for the transfer to the Awardholder of the whole, or such part as the Committee may determine, of any Employer's NICs on any NIC Award Income;

(c) 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;

21.1.11 in the case of a Nil-Cost Option Award or a Share Option, the last date on which it may be exercised; and

21.1.12 in the case of a Performance Share Award or RSU Award, any relevant non-compete undertaking(s) and/or any other relevant restriction(s) imposed pursuant to Rule 8A.2 of this Part A of Section 2 the breach of which would cause the relevant Performance Share Award or RSU Award to lapse and/or entitle the Committee to take any of the steps set out in Rule 2.2.1 to Rule 2.2.3 (inclusive) of Part F of Section 2.

22. Acceptance of aN Award

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

IMI PLC

THE IMI INCENTIVE PLAN

SECTION 2

PART B: PERFORMANCE SHARE AWARDS

1. PERFORMANCE TARGETS

23.1 All Performance Share Awards must be granted subject to a Performance Target.

24. INDIVIDUAL LIMIT ON PERFORMANCE SHARE AWARDS

24.1 Subject to Rule 8.1 of Part A of Section 2, 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 are made to an Employee in any Financial Year shall not be greater than 400 per cent of the Employee's annual base salary at the Award Date.

25. impact of leaving

25.1 If an Awardholder Leaves by reason of:

25.1.1 death;

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

25.1.3 redundancy within the meaning of the Employment Rights Act 1996 or overseas equivalent;

25.1.4 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;

25.1.5 retirement with the consent of the Committee, except that this Rule 3.1.5 of this Part B of Section 2 shall not apply to a US Awardholder; or

25.1.6 for any other reason, if the Committee so decides,

then, subject to Rules 3.2 and 3.3 of this Part B of Section 2 and Rules 1.3, 3 and 5 of Part F of Section 2, his Performance Share Award shall Vest on the Normal Vesting Date taking into account, unless the Committee determines otherwise, a Time Pro-Rata Reduction and, if it has been granted as a Nil-Cost Option Award, it may be exercised within 12 months of Vesting and it shall lapse at the end of that period to the extent that it has not been exercised.

25.2 If an Awardholder Leaves by reason of any of the circumstances set out in Rule 3.1.1 to Rule 3.1.6 of this Part B of Section 2 (inclusive) the Committee may determine that, subject to Rule 3.3 of this Part B of Section 2 and Rules 1.3, 3 and 5 of Part F of Section 2, his Performance Share Award shall Vest on the Termination Date in accordance with Rule 3.4 of this Part B of Section 2 and, if it has been granted as a Nil-Cost Option Award, it may be exercised within 12 months of the Termination Date and it shall lapse at the end of that period to the extent that it has not been exercised.

25.3 If a US Awardholder Leaves by reason of any of the circumstances set out in Rule 3.1.1 to Rule 3.1.6 of this Part B of Section 2 then his Performance Share Award shall Vest on the Termination Date, provided that the Committee may determine a later Vesting date if the relevant Performance Share Award will continue to be subject to a substantial risk of forfeiture until such later date for the purposes of Section 409A.

25.4 If a Performance Share Award Vests in accordance with either of Rules 3.2 or 3.3 of this Part B of Section 2 the number of Vested Award Shares shall be calculated taking into account Rule 5.6 of Part A of this Section 2 and, unless the Committee determines otherwise, a Time Pro-Rata Reduction.

25.5 If an Awardholder Leaves by reason of any of the circumstances set out in Rule 3.1.1 to Rule 3.1.6 of this Part B of Section 2 (inclusive) after the Vesting of a Performance Share Award granted as a Nil-Cost Option Award, and that Nil-Cost Option Award has not been exercised on the Termination Date, it may be exercised at any time within 12 months of the Termination Date (subject always to Rules 1.2, 1.3, 3 and 5 of Part F of Section 2) and it shall lapse at the end of that period to the extent that it has not been exercised.

25.6 If an Awardholder Leaves for any reason other than those set out in Rule 3.1.1 to Rule 3.1.6 of this Part B of Section 2 (inclusive) then any Performance Share Award held by him shall lapse when he Leaves.

UK-#755042001v7

IMI PLC

THE IMI INCENTIVE PLAN

SECTION 2

PART C: DEFERRED BONUS AWARDS

26. eligibility AND ADMINISTRATION

26.1 A Deferred Bonus Award shall only be granted to an individual who is an Employee on the Award Date and who is not on that date under notice (given by or to him) that his employment with the Group is to cease.

27. individual limit on deferred bonus Awards

27.1 Subject to Rule 8.1 of Part A of Section 2, a Deferred Bonus Award shall be over such whole number of Shares as the Committee may determine not being more than the number calculated by dividing the relevant amount of Annual Bonus (as determined under Rules 3 and 4.3 of Part A of Section 1) by the average price of a Share (as determined by the Committee) during a period determined by the Committee of not more than 3 Dealing Days ending with the Dealing Day before the Award Date.

28. IMPACT OF LEAVING

28.1 Subject to Rule 3.2 of this Part C of Section 2, if an Awardholder Leaves:

28.1.1 before the Normal Vesting Date then any Deferred Bonus Award shall Vest in full on the Termination Date and, if it has been granted as a Nil-Cost Option Award, it may be exercised within 12 months of the Termination Date and it shall lapse at the end of that period to the extent that it has not been exercised; and/or

28.1.2 on or after the Normal Vesting Date when he holds a Deferred Bonus Award granted as a Nil-Cost Option Award, it may be exercised within 12 months of the Termination Date and it shall lapse at the end of that period to the extent that it has not been exercised,

subject, in either case, to any such Nil-Cost Option Award lapsing earlier under any other Rule of this Plan.

28.2 If an Awardholder Leaves as a result of having been dismissed for cause (meaning, for the avoidance of doubt, with or without notice) any Deferred Bonus Award shall lapse (in respect of both any Vested and/or unvested part of such Award) when he Leaves.

IMI PLC

THE IMI INCENTIVE PLAN

SECTION 2

PART D: RSU AWARDS

29. ELIGIBILITY

29.1 Subject to Rule 1.2 of this Part D of Section 2, an RSU Award may be granted to any Employee.

29.2 An RSU Award may only be granted to an Employee who is an executive director of the Company in order to effect the "buying out" of pre-existing incentive awards in connection with the recruitment of any individual as an executive director of the Company and only then in a manner consistent with the Directors' Pay Policy.

30. individual limit on rsu awards

30.1 Subject to Rule 8.1 of Part A of Section 2 and Rule 2.2 of this Part D of Section 2, the aggregate market value (as determined by the Committee at or prior to the Award Date) of Shares in respect of which RSU Awards are made to an Employee in any Financial Year shall not be greater than 400 per cent of the Employee's annual base salary at the Award Date.

30.2 An RSU Award granted to an executive director of the Company in accordance with Rule 1.1 of this Part D of Section 2 may be granted over Shares with an aggregate market value (as determined by the Committee at or prior to the Award Date) in excess of the limit contained in Rule 2.1 of this Part D of Section 2 provided that the value of the Shares placed under such RSU Award is consistent with the Directors' Pay Policy.

31. IMPACT of leaving

31.1 If an Awardholder Leaves by reason of:

31.1.1 death;

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

31.1.3 redundancy within the meaning of the Employment Rights Act 1996 or overseas equivalent;

31.1.4 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;

31.1.5 retirement with the consent of the Committee except that this Rule 3.1.5 of Part D of Section 2 shall not apply to a US Awardholder; or

31.1.6 for any other reason, if the Committee so decides,

then, subject to Rules 3.2 and 3.3 of this Part D of Section 2 and Rules 1.3, 3 and 5 of Part F of Section 2, his RSU Award shall Vest on the Normal Vesting Date taking into account, unless the Committee determines otherwise, a Time Pro-Rata Reduction and, if it has been granted as a Nil-Cost Option Award, it may be exercised within 12 months of Vesting and it shall lapse at the end of that period to the extent that it has not been exercised.

31.2 If an Awardholder Leaves by reason of any of the circumstances set out in Rule 3.1.1 to Rule 3.1.6 of this Part D of Section 2 (inclusive) the Committee may determine that, subject to Rule 3.3 of this Part D of Section 2 and Rules 1.3, 3 and 5 of Part F of Section 2, his RSU Award shall Vest on the Termination Date in accordance with Rule 3.4 of this Part D of Section 2 and, if it has been granted as a Nil-Cost Option Award, it may be exercised within 12 months of the Termination Date and it shall lapse at the end of that period to the extent that it has not been exercised.

31.3 If a US Awardholder Leaves by reason of any of the circumstances in Rule 3.1.1 to Rule 3.1.6 of this Part D of Section 2 then his RSU Award shall Vest on the Termination Date, provided that the Committee may determine a later Vesting date if the relevant RSU Award will continue to be subject to a substantial risk of forfeiture until such later date for the purposes of Section 409A.

31.4 If an RSU Award Vests in accordance with either of Rules 3.2 or 3.3 of this Part D of Section 2 the number of Vested Award Shares shall be calculated taking into account Rule 5.6 of Part A of Section 2 and, unless the Committee determines otherwise, a Time Pro-Rata Reduction.

31.5 If an Awardholder Leaves by reason of any of the circumstances set out in Rule 3.1.1 to Rule 3.1.6 of this Part D of Section 2 (inclusive) after the Vesting of a RSU Award granted as a Nil-Cost Option Award, and that Nil-Cost Option Award has not been exercised on the Termination Date, it may be exercised at any time within 12 months of the Termination Date (subject always to Rules 1.2, 1.3, 3 and 5 of Part F of Section 2) and shall lapse at the end of that period to the extent that it has not been exercised.

31.6 If an Awardholder Leaves for any reason other than those set out in Rule 3.1.1 to Rule 3.1.6 of this Part D of Section 2 (inclusive) then any RSU Award held by him shall lapse when he Leaves.

IMI PLC

THE IMI INCENTIVE PLAN

SECTION 2

PART E: SHARE OPTIONS

32. ELIGIBILITY

32.1 Subject to Rule 1.2 of this Part E of Section 2, a Share Option may be granted to any Employee.

32.2 A Share Option may only be granted to an Employee who is also an executive director of the Company in order to effect the "buying out" of pre-existing incentive awards in connection with the recruitment of any individual as an executive director of the Company and only then in a manner consistent with the Directors' Pay Policy.

33. individual limit on SHARE OPTIONS

33.1 Subject to Rule 8.1 of Part A of Section 2 and Rule 2.2 of this Part E of Section 2, the aggregate market value (as determined by the Committee at or prior to the Award Date) of Shares in respect of which Share Options are made to an Employee in any Financial Year shall not be greater than 400 per cent of the Employee's annual base salary at the Award Date.

33.2 A Share Option granted to an executive director of the Company in accordance with Rule 1.1 of this Part E of Section 2 may be granted over Shares with an aggregate market value (as determined by the Committee at or prior to the Award Date) in excess of the limit contained in Rule 2.1 of this Part E of Section 2 provided that the value of the Shares placed under such Share Option is consistent with the Directors' Pay Policy.

34. option price

34.1 Each Share Option shall be granted with an Option Price per Share equal to the average price of a Share (as determined by the Committee on the Award Date) over not more than 3 Dealing Days ending with the Dealing Day before the Award Date. For any grant of a Share Option to a US Awardholder, the Committee shall designate prior to the beginning of the averaging period (i) the US Awardholder receiving the Share Option, (ii) the number of Shares to which the Share Option relates and (iii) the number of Dealing Days over which the averaging will occur to set the Option Price.

35. impACT OF LEAVING

35.1 If an Awardholder Leaves by reason of:

35.1.1 death;

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

35.1.3 redundancy within the meaning of the Employment Rights Act 1996 or overseas equivalent;

35.1.4 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;

35.1.5 retirement with the consent of the Committee; or

35.1.6 for any other reason, if the Committee so decides,

then, subject to Rules 1.3, 3 and 5 of Part F of Section 2, his Share Option shall Vest on the Termination Date in accordance with Rule 4.2 of this Part E of Section 2 and may be exercised within 12 months of the Termination Date and it shall lapse at the end of that period to the extent that it has not been exercised.

35.2 If a Share Option Vests in accordance with Rule 4.1 of this Part E of Section 2 the number of Vested Award Shares shall be calculated taking into account Rule 5.6 of Part A of Section 2 and, unless the Committee determines otherwise, a Time Pro-Rata Reduction.

35.3 If an Awardholder Leaves by reason of any of the circumstances set out in Rule 4.1.1 to Rule 4.1.6 of this Part E of Section 2 (inclusive) after the Vesting of a Share Option, and that Share Option has not been exercised on the Termination Date, it may be exercised at any time within 12 months of the Termination Date (subject always to Rules 1.2, 1.3, 3 and 5 of Part F of Section 2) and shall lapse at the end of that period to the extent that it has not been exercised.

35.4 If an Awardholder Leaves for any reason other than those set out in Rule 4.1.1 to Rule 4.1.6 of this Part E of Section 2 (inclusive) then any Share Option held by him shall lapse when he Leaves.

IMI PLC

THE IMI INCENTIVE PLAN

SECTION 2

PART F: GENERAL PROVISIONS

1. VESTING AND EXERCISE OF AWARDS

36. Subject to Rule 1.3 of this Part F of Section 2, a Share Award will Vest on the Normal Vesting Date except where earlier Vesting occurs pursuant to any of Rules 3.2 or 3.3 of Part B of Section 2, Rule 3.1.1 of Part C of Section 2, Rules 3.2 or 3.3 of Part D of Section 2, Rule 4.1 of Part E of Section 2 or Rule 3 of this Part F of Section 2.

36. A Share Award granted as a Nil-Cost Option Award or Share Option may, subject to Rules 1.3 and 5 of this Part F of Section 2, be exercised on or after the date of Vesting 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 Nil-Cost Option Award where the Awardholder is subject to tax in the Republic of Ireland) (or such earlier date as the Committee may specify on grant) subject to it lapsing earlier under any other Rule of this Plan. In no event, however, may a Nil-Cost Option Award held by a US Awardholder be exercised later than March 15th of the year following the year in which the relevant Nil-Cost Option Award ceases to be subject to a substantial risk of forfeiture for the purposes of Section 409A.

36. A Share 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 a Share Award, if such Vesting, exercise, issue or transfer is prevented by a Dealing Restriction. If any Vesting, exercise, issue or transfer is prevented by any Dealing Restriction the relevant event will be delayed until the Dealing Restriction no longer applies.

36. Subject to Rules 1.3 and 5 of this Part F of Section 2, 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 a Nil-Cost Option Award or Share Option is exercised or in respect of which a Contingent Share Award Vests within 30 days of the date of exercise or Vesting (as applicable). In no event, however, shall Vested Award Shares be delivered to (or to the order of) a US Awardholder later than March 15th of the year following the year in which the relevant Share Award ceases to be subject to a substantial risk of forfeiture for the purposes of Section 409A.

36. To exercise a Nil-Cost Option Award or Share Option, the Awardholder shall serve a notice on the Company which:-

4. 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;

4. is accompanied by the payment of the Option Price (if any) or, if the Committee so permits, an undertaking to pay that amount; and

4. is otherwise in such form as the Committee may from time to time determine and notify to the Awardholder.

For the avoidance of doubt, any notice so provided by an Awardholder may be submitted in an electronic format.

36. A Nil-Cost Option Award shall not be exercised in respect of fewer than 500 Shares or, if less, the number of Shares in respect of which it is then exercisable. A Share Option may only be exercised in respect of all of the Shares in respect of which it is exercisable.

36. As soon as reasonably practicable after the issue or transfer of any Shares upon the exercise or Vesting of a Share Award the Company shall procure:-

6. the issue of a definitive share certificate or such acknowledgement of shareholding as is prescribed from time to time for the Shares issued or transferred to the Awardholder; and

6. if Shares are to be issued and, on the date of issue, Shares of the same class are listed on the Official List of the FCA, that any Shares so issued are admitted thereto.

36. If any Award Shares do not become Vested Award Shares in consequence of a Performance Target not being satisfied in full the Award shall lapse in respect of such unvested Award Shares.

36. Subject to the operation of any Post-Vesting Holding Period and Rule 5 of this Part F of Section 2, if the Awardholder requests, some or all of the Shares he acquires pursuant to a Share Award may be issued or transferred to a nominee of the Awardholder, provided that beneficial ownership of the Shares vests in the Awardholder.

37. malus & clawback AND RELATED PROVISIONS

37.1 The Committee may operate the Malus and Clawback Provisions if it forms the view that:

37.1.1 the Company has misstated its financial results for any reason;

37.1.2 there has been an error or miscalculation as to the number of Shares placed under, or received pursuant to, a Share Award;

37.1.3 the Awardholder commits an act (or acts) amounting to gross misconduct;

37.1.4 the Company or any member of the Group has suffered serious reputational damage; or

37.1.5 circumstances of corporate failure have arisen,

or in such other circumstances as it sees fit.

37.2 If any of the circumstances set out in Rule 2.1.1 to Rule 2.1.5 of this Part F of Section 2 (inclusive) arise and/or in the event of the breach of any relevant non-compete undertaking(s) or any other relevant restriction(s) imposed pursuant to Rule 8A.2 of Part A of Section 2 the Committee may:

37.2.1 reduce the amount of any future annual bonus (including, if appropriate, to zero); and/or

37.2.2 reduce the number of Shares under any form of share award held by the Awardholder (including, if appropriate, to zero); and/or

37.2.3 require an Awardholder (or former Awardholder) to make a cash payment to the Company on such terms as the Committee, acting fairly and reasonably, may determine.

37.3 The Committee may decide at any time to reduce the number of Shares subject to any Share Award (including, if appropriate, to zero) to give effect to any malus and/or clawback provision of any form contained in any incentive plan (other than the Plan) operated by the Company's group. The extent of any such reduction shall be in accordance with the relevant terms of the relevant malus and/or clawback provision or, in the absence of any such terms, on such basis as the Committee, acting fairly and reasonably, decides is appropriate.

38. corporate events

38.1 Subject to Rule 3.5 of this Part F of Section 2 and Rule 3.6 of this Part F of Section 2:

all Share Awards other than a Deferred Bonus Award will Vest on a Takeover to the extent set out in Rule 3.3 of this Part F of Section 2; and/or

a Deferred Bonus Award will Vest in full on a Takeover.

38.2 If the Company is or may be affected by a demerger, delisting, special dividend or other event which, in the opinion of the Committee, may affect the current or future value of a Share Award, the Committee may allow:

Share Awards other than a Deferred Bonus Award to Vest at such time as it sees fit to the extent set out in Rule 3.3 of this Part F of Section 2; and/or

a Deferred Bonus Award to Vest in full at such time as it sees fit,

or, alternatively, determine that Rule 3.5 of this Part F of Section 2 shall apply.

If a Share Award Vests in accordance with Rule 3.1 of this Part F of Section 2 or Rule 3.2 of this Part F of Section 2 or Rule 3.6 of this Part F of Section 2 then the number of Vested Award Shares shall be calculated taking into account Rule 5.5 of Part A of Section 2 and, in the case of Performance Share Awards, and unless the Committee determines otherwise, a Time Pro-Rata Reduction.

38.3 A Share Award granted as a Nil-Cost Option Award or Share Option may be exercised in respect of Vested Award Shares within one month of Vesting in accordance with Rule 3.1 of this Part F of Section 2 or Rule 3.2 of this Part F of Section 2 or during such period as the Committee may determine under Rule 3.6 of this Part F of Section 2 and shall (regardless of any other provision of this Plan) lapse at the end of that period to the extent it has not been exercised.

38.4 If there is an Internal Reorganisation, a Takeover or an event falling within Rule 3.2 of this Part F of Section 2 and Awardholders are invited to accept an Exchange of Awards, or the Committee determines that there will be an automatic Exchange of Awards, Share Awards shall not Vest as a result of the Internal Reorganisation, Takeover or other event and at the end of the period in which Awardholders may accept such an invitation or upon an automatic Exchange of Awards (as applicable) the Share Awards shall lapse in full. Any substitution or assumption of a Share Option held by a US Awardholder in connection with an Exchange of Awards shall be undertaken in a manner that will not cause the substituted or assumed award to be deemed a new stock right or change in the form of payment of the Share Option in accordance with the final regulations under Section 409A.

38.5 If, in the reasonable opinion of the Committee. a Takeover is likely to occur, then the Committee may determine that:

any Share Award(s) other than a Deferred Bonus Award will Vest to the extent set out in Rule 3.3 of this Part F of Section 2; and/or

a Deferred Bonus Award will Vest in full,

on such date shortly before the Takeover as it sees fit and, in the case of a Nil-Cost Option Award or Share Option, the Committee shall also determine the period during which such Awards may be exercised if it determines that such earlier Vesting would be advantageous to the Awardholder or any member of the Group; provided that no Share Option held by a US Awardholder shall be modified in a manner that would cause the Share Option to be treated as an arrangement providing for the deferral of compensation under Section 409A.

39. cash awards

39.1 The Committee may, if it sees fit, settle any Share Award by making a cash payment to the Awardholder equal to the market value (as determined by the Committee) of the Shares in respect of which it Vests (in the case of a Contingent Share Award) or is exercised (in case of a Nil-Cost Option Award or Share Option), less the amount of any Option Price.

39.2 A Share Award may, alternatively, be granted on the basis that it will always be settled in accordance with Rule 4.1 of this Part F of Section 2.

39.3 The Company may settle any right to a cash payment under this Rule 4 of Part F of Section 2 by issuing or transferring, or procuring the issue or transfer of, Shares to the Awardholder of an equivalent value. In no event, however, may Shares be so delivered later than March 15th of the year following the year in which the relevant Share Award ceases to be subject to a substantial risk of forfeiture for the purposes of Section 409A.

39.4 The Rules of this Plan will apply to any Share Award subject to this Rule 4 of Part F of Section 2 and the Committee shall interpret the Rules accordingly. For the avoidance of doubt, however, a cash payment shall not be made to a US Awardholder pursuant to this Rule 4 of Part F of Section 2 later than March 15th of the year following the year in which the relevant Share Award ceases to be subject to a substantial risk of forfeiture for the purposes of Section 409A.

39.5 This Rule 4 of Part F of Section 2 shall not apply to an Award if its application would cause any adverse issues for any member of the Group or an Awardholder. Such adverse issues may relate, but shall not be limited to, securities law, exchange control, tax or social security.

40. Recovery of Award Tax Liability AND RELATED MATTERS

40.1 It shall be a condition of every Share Award that the Awardholder indemnifies the Company and (if different) the Awardholder's Employer against any Award Tax Liability and that, if required by the Committee, he shall enter into a valid election under section 431 of the Income Tax (Earnings and Pensions) Act 2003 (or any similar arrangement outside of the UK). Notwithstanding the foregoing or any other Rule of the Plan, including without limitation Rules 9.1.9 and 9.1.10 of Part A of Section 2, 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.

40.2 The Awardholder authorises the Company to sell or procure the sale of sufficient Shares on or following the Vesting or exercise of any Share Award on his behalf to ensure that the Awardholder's Employer receives the amount required to discharge the Award Tax Liability which arises on Vesting or exercise of the relevant Share Award, except to the extent that the Committee decides that all or part of the Award Tax Liability shall be funded in a different manner.

40.3 If, on any occasion, an Award Tax Liability arises in relation to a payment of cash pursuant to a Share Award, the Awardholder authorises the Company to withhold from that payment an amount not exceeding the Award Tax Liability (or to procure the withholding of such amount).

41. Variation of Share Capital

The number of Award Shares subject to a Share Award and the Option Price (if any) may be adjusted in such manner as the Committee sees fit in the event of a demerger or payment of a special dividend or similar event that would otherwise materially affect the value of a Share Award, or if there is any variation in the share capital of the Company.

42. Alteration of the Plan

42.1 Subject to Rule 7.2 of this Part F of Section 2, the Committee may alter or amend any of the provisions of Section 2 in any respect.

42.2 Subject to Rule 7.3 of this Part F of Section 2, no alteration or amendment shall be made under Rule 7.1 of this Part F of Section 2 to the advantage of existing or new Awardholders to the provisions relating to:-

42.2.1 eligibility to participate;

42.2.2 the individual and overall limitations on the making of Awards;

42.2.3 the basis for determining Awardholders' rights to acquire Shares or to receive cash;

42.2.4 the adjustment of rights in the event of a variation of the share capital; or

42.2.5 Rule 7.2 or 7.3 of this Part F of Section 2,

without the prior approval by ordinary resolution of the shareholders of the Company.

42.3 Rule 7.2 of this Part F of Section 2 shall not apply to the extent that an alteration or amendment is in the opinion of the Committee a minor amendment:-

42.3.1 to benefit the administration of Section 2;

42.3.2 to take account of any change in legislation; or

42.3.3 to obtain or maintain favourable tax, exchange control or regulatory treatment for existing or new Awardholders, the Company, any Subsidiary or any Associated Company.

42.4 The Company may establish other share plans for Employees resident or working outside the United Kingdom based on the Plan, but modified to take account of local tax, exchange control and/or securities laws provided that any Shares issued or which might be issued under such other plans are treated as counting against the limits in Rule 7 of Part A of Section 2.

43. Service of Documents

43.1 Except as otherwise provided in this Plan, any notice or document to be given by, or on behalf of, the Company or any administrator of this Plan to any Employee or Awardholder in accordance or in connection with this Plan may be given in such electronic format as the Company decides and communicates to the Awardholder or by hand or sent by pre-paid first class post (airmail if overseas), facsimile transmission or email to the Employee's or Awardholder's (as applicable) home or work address, facsimile number or email address last known to the Company to be the Employee or Awardholder's address, facsimile number or email address. Subject to Rule 8.4 of this Part F of Section 2, any notice or document given in accordance with this Rule 8.1 of Part F of Section 2 shall be deemed to have been given:-

43.1.1 if delivered in electronic format (other than email), at such time as the Committee determines;

43.1.2 upon delivery, if delivered by hand;

43.1.3 after 24 hours, if sent by post;

43.1.4 after 4 hours, if sent by facsimile transmission; and

43.1.5 at the time of transmission, if sent by email SAVE THAT a notice or document shall not be duly given by email unless that person is known by his employer company to have personal access during his normal business hours to information sent to him by email.

43.2 Any notice or document so sent to an Employee or Awardholder shall be deemed to have been duly given notwithstanding that such person is then deceased (and whether or not the Company has notice of his death) except where his Personal Representatives have supplied an alternative address to which documents are to be sent to the Company.

43.3 Any notice or document to be submitted or given to the Company or any administrator of this Plan in accordance or in connection with this Plan may be given in such electronic format as the Company allows, by hand or sent by pre-paid first class post (airmail if overseas), facsimile transmission or email but shall not in any event be duly given unless it is actually received by the secretary of the Company or such other individual as may from time to time be nominated by the Company and whose name and address, facsimile number, email address or other relevant contact details are notified to the Employee or Awardholder (as applicable).

43.4 For the purposes of this Plan, an email shall be treated as not having been duly sent or received if the recipient of such email notifies the sender that it has not been opened because it contains, or is accompanied by a warning or caution that it could contain or be subject to, a virus or other computer programme which could alter, damage or interfere with any computer software or email.

43.5 By participating in this Plan, the Awardholder agrees that the Company may treat the electronic submission of any document, instruction or other communication as being equivalent to having received a signed hard copy of the relevant document, instruction or other communication from him, including in relation to (without limitation) the Vesting or exercise of a Share Award or the sale of some or all of the Vested Award Shares acquired on the Vesting or exercise of a Share Award.

43.6 For the avoidance of doubt, notices and documents may be treated as given in electronic format if submitted via any website operated by the Company for the purposes of communicating and administering the Plan.

44. Third Party Rights

Except as otherwise expressly stated to the contrary, neither this Plan nor the making of any Award shall have the effect of giving any third party any rights under this Plan pursuant to the Contracts (Rights of Third Parties) Act 1999 and that Act shall not apply to this Plan or to the terms of any Award under it.

45. Rights Attaching to Shares

45.1 The issue or transfer of any Shares under this Plan shall be subject to the Company's Articles of Association and to any necessary consents of any governmental or other authorities (whether in the United Kingdom or otherwise) under any enactments or regulations from time to time in force.

45.2 The Awardholder shall comply with any requirements to be fulfilled in order to obtain or obviate the necessity of any such consent.

45.3 All Shares issued or transferred under this Plan shall rank equally in all respects with the Shares then in issue, except for any rights attaching to such Shares by reference to a record date prior to the date of such allotment or transfer.

46. Data Protection

46.1 It shall be a condition of an Award that the Awardholder agrees and consents to:-

46.1.1 the collection, use, processing and transfer of his Personal Data by any Permitted Data Processor;

46.1.2 the Permitted Data Processors transferring the Awardholder's Personal Data amongst themselves for the purposes of implementing, administering and managing this Plan and the grant of Awards and the acquisition of Shares pursuant to Awards, the disposal of such Shares or the making of any cash payment under this Plan;

46.1.3 the use of Personal Data by any such person for any such purposes;

46.1.4 any Permitted Data Processor transferring the Awardholder's Personal Data to any prospective purchaser of any member of the Group or any business or part of a business of the Group; and

46.1.5 the transfer to and retention of Personal Data by third parties including any Trustee or third party administrator of the Plan (whether or not any such third party is situated outside the European Economic Area) for or in connection with such purposes.

47. Relationship with Contract of Employment

47.1 The making of an Award shall not form part of the Awardholder's entitlement to remuneration or benefits pursuant to his contract of employment and benefits under this Plan shall not be pensionable.

47.2 The rights and obligations of an Awardholder under the terms of his contract of employment with the Company or any present or past Subsidiary or Associated Company shall not be affected by the making of an Award or his participation in this Plan.

47.3 The existence of a contract of employment between the Awardholder and the Company or any present or past Subsidiary or Associated Company does not give the Awardholder any right or entitlement to have an Award made to him at any time in respect of any number of Shares or cash amount, nor any expectation that an Award might be made to him, whether subject to any conditions or at all.

47.4 Neither the existence of this Plan nor the fact that an individual has on any occasion been granted an Award shall give such individual any right, entitlement or expectation that he has or will in future have any such right, entitlement or expectation to participate in this Plan by being made an Award on any other occasion.

47.5 The rights or opportunity granted to an Awardholder on the making of an Award shall not give the Awardholder any rights or additional rights to compensation or damages in consequence of either:-

47.5.1 the Awardholder giving or receiving notice of termination of his office or employment; or

47.5.2 the loss or termination of his office or employment with the Company or any present or past Subsidiary or Associated Company for any reason whatsoever

whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair.

47.6 An Awardholder shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to acquire or retain Shares, or any interest in Shares, or to receive any cash amount pursuant to an Award in consequence of:-

47.6.1 the Awardholder giving or receiving notice of termination of his office or employment (whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair);

47.6.2 the loss or termination of his office or employment with the Company or any present or past Subsidiary or Associated Company for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair);

47.6.3 the exercise by the Committee of, or any failure by the Committee to exercise, any discretion in accordance with any Rule of this Plan,

or for any other reason.

48. Non-Transferability of Awards

48.1 An Award is personal to an Awardholder and may not be transferred during his lifetime.

48.2 If an Awardholder:-

48.2.1 transfers, assigns, mortgages, charges or otherwise disposes of an Award or of any interest in or right to acquire any Shares or to receive any cash amount (other than to his Personal Representatives);

48.2.2 is adjudged bankrupt or an interim order is made because he intends to propose a voluntary arrangement to his creditors under the Insolvency Act 1986 (or equivalent provisions of any overseas jurisdiction);

48.2.3 makes or proposes a voluntary arrangement under the Insolvency Act 1986 (or equivalent provisions of any overseas jurisdiction), or any other scheme or arrangement, in relation to his debts, with his creditors or any section of them; or

48.2.4 is not, or ceases for any other reason (except on death) to be, the legal or beneficial owner of an Award or of any interest in or right to acquire any Shares or to receive any cash amount,

the Award shall lapse and the Awardholder shall not have any right or entitlement to any Shares or any cash amount.

49. Jurisdiction

49.1 This Plan and any Award shall be governed by and construed in all respects in accordance with the laws of England and Wales.

49.2 The courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning an Award and any matter arising from or in relation to this Plan.

49.3

UK-#755042001v7

IMI PLC

IMI INCENTIVE PLAN

SECTION 3

DEFINITIONS, INTERPRETATION AND ADMINISTRATION

1. Definitions

In this Plan:-

51. Interpretation

51.1 Any reference to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.

51.2 Words denoting the masculine gender shall include the feminine.

51.3 Words denoting the singular shall include the plural and vice versa.

51.4 References to "Rules" are to the rules of this Plan and no account should be taken of the Rule headings, which have been inserted for ease of reference only.

51.5 References to Shares in respect of which a Share Award or a US Deferred Bonus Award subsists at any time are to be read and construed as references to the Shares over which the Share Award or US Deferred Bonus Award is then held (and in respect of which it has not then lapsed).

51.6 No Share Award shall confer any beneficial interest in any Vested Award Shares prior to the Awardholder (or his Personal Representatives) or his (or their) nominee being registered as the holder of such Vested Award Shares and, for the avoidance of doubt, no Awardholder (nor his Personal Representatives) shall be entitled to any dividends paid or any other distribution made, or to exercise or direct the exercise of any votes or any other rights, in respect of any such Vested Award Shares by reference to a record date before he (or they) or his (or their) nominee is registered as the holder of the Shares.

52. Administration

52.1 The Plan shall be administered by the Committee. The Committee shall have full authority, consistent with the Rules of this Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan. The Committee may also make and vary such rules and regulations not inconsistent with the Rules of this Plan and establish such procedures for its administration and implementation as it thinks fit. Decisions of the Committee shall be final and binding on all parties.

52.2 If any question, dispute or disagreement arises as to the interpretation of this Plan or of any rules, regulations or procedures relating to it or as to any question or right arising from or related to this Plan, the decision of the Committee shall be final and binding upon all persons.

52.3 The exercise of, or failure to exercise, any discretion by the Committee shall not be open to question by any person and an Awardholder or former Awardholder shall have no rights in relation to such exercise or omission to exercise any such discretion.

53. PRECEDENCE OF DIRECTORS' PAY POLICY

53.1 Notwithstanding any other provision of this Plan nor the terms of any Award, nothing in the Plan or the terms of any Award will oblige any member of the Group to issue or transfer any Shares or make any payment which would be in breach of the Directors' Pay Policy. Neither the Company nor any other member of the Group will be obliged to seek the approval of shareholders or any regulatory body to so issue or transfer Shares or make such payment. The Committee may, however, subject to the Rules of the Plan, amend the terms of the relevant Award to ensure that it may be settled in a manner consistent with the Directors' Pay Policy.

CALIFORNIA ADDENDUM

1. Notwithstanding any provision of this Plan to the contrary, each Award granted to a US Awardholder who is a resident of the State of California (a "California Participant") shall be granted and administered in compliance with Section 260.140.41 or 260.140.42, as applicable, of the California Code of Regulations, as amended, to the extent required to comply with the requirements of Section 25102(o) of the California Corporations Code. In this regard, the following Rules shall apply with respect to California Participants:

1.1 The limitations on Share Awards set forth in Rule 7.1 of Part A of Section 2 shall also apply with respect to Deferred Bonus Awards described in Part C of Section 2 granted to California Participants.

1.2 No grant of an Award (other than a Share Option) to a California Participant shall provide for the issuance of Shares on a date that is later than the tenth anniversary of the date the Plan is adopted or the date the Plan is approved by shareholders, whichever is earlier.

1.3 In the event of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of or on the Shares without the receipt of consideration by the issuer, the number of securities subject to an Award (and, if applicable, Option Price) shall be proportionately adjusted.

UK-#755042001v7

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IMI plc published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 10:42:41 UTC.