SThree : Global Employee Share Plan Rules

SThree plc Global All Employee Plan

1. Meaning of words used

1.1 General

In these rules:

"Application Period" means the period the Board decides under rule 5.3 (Terms of Investment Share Awards);

"Award" means a Free Share Award, an Investment Share Award or a Matching Share Award;

"Award Date" means the date on which an Award is granted, or such other date as is specified under rules 4.3 (Terms of Free Share Awards) or 5.3 (Terms of Investment Share Awards);

"Award Frequency" means, for the purposes of an Evergreen Award, the frequency by which new Award Periods will begin;

"Award Period" means, for the purposes of an Evergreen Award, the time between the Award Date and the Expected Vesting Date (or the final Purchase Date of the Investment Share Award if an Evergreen Award does not include a Matching Share Award);

"Board" means the board of directors of the Company or a committee duly authorised by it. For the purposes of rules 13 (Takeovers and restructurings) and 14 (Exchange of Awards), it means those persons who were members of the Board immediately before the relevant event;

"Business Day" means a day on which the London Stock Exchange (or, if the Board decides, any other stock exchange on which the Shares are traded) is open for the transaction of business;

"Company" means SThree plc with registered number 03805979;

"Contribution" means a deduction from a Participant's salary (or other method of payment agreed by the Board) for the purposes of acquiring Investment Shares;

"Control" means the power of a person to secure by means of the holding of shares or the possession of voting power or by virtue of any powers conferred by any articles of association (or other document), that the affairs of a body corporate are conducted in accordance with the wishes of that person;

"Dealing Restrictions" means any internal or external restrictions on dealings or transactions in securities;

"Dividend Equivalent" means a right to receive an additional amount, as set out in rule 9.4 (Dividend Equivalents);

"Employee" means any employee (including an employed executive director) of any Member of the Group and, for the purposes of rule 17 (Terms of employment), it includes a former employee;

"Evergreen Award" means an Investment Share Award and any related Matching Share Award that are subject to rule 7 (Evergreen Awards);

"Expected Vesting Date" means the date the Board decides under rules 4.3 (Terms of Free Share Awards) or 6.3 (Terms of Matching Share Awards);

"Free Share Award" means a right to receive Shares for no payment granted under the Plan, which may be granted as Upfront Free Shares or a Free Share RSU;

SThree plc Global All Employee Plan

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"Free Share RSU" means a conditional right to acquire Shares;

"Good Leaver Reason" means:

1. death;
2. injury or disability (evidenced to the satisfaction of the Board);
3. retirement by agreement with the Participant's employing company;
4. redundancy within the meaning of the Employment Rights Act 1996 (or an overseas equivalent);
5. the Participant's employing company ceasing to be a Member of the Group;
6. the business or part of the business that employs the Participant being transferred outside of the Group; or
7. any other reason, at the discretion of the Board;

"Group" means the Company and any company that is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006), and "Member of the Group" will be understood accordingly;

"Investment Share Award" means a right to buy Investment Shares granted under the Plan;

"Investment Shares" means Shares bought on behalf of a Participant in accordance with an Investment Share Award;

"Lapse" means:

1. in relation to an Investment Share Award, the Participant no longer being entitled to purchase further Investment Shares under the Award; and
2. in relation to a Free Share Award or a Matching Share Award, the Participant losing the right to receive some or all of the Shares or cash comprised in the Award;

"Leaves" means ceasing to be an employee (and ceasing to be a director) of all Members of the Group and "Leaving" and "Left" will be understood accordingly;

"Market Value" on any day means the market value of a Share as decided by the Board;

"Matching Limit" means any limit on the value or number of Shares which will be subject to a Matching Share Award which the Board decides under rule 6.3 (Terms of Matching Share Awards), and which may be expressed as a value of each Contribution or a number of Investment Shares purchased, or otherwise;

"Matching Ratio" means the ratio the Board decides under rule 6.3 (Terms of Matching Share Awards);

"Matching Share Award" means a conditional right to acquire Shares granted under the Plan in connection with an Investment Share Award;

"Nominee" means the nominee appointed by the Board to hold Plan Shares on behalf of Participants for the purposes of the Plan;

"Participant" means a person who has applied for an Investment Share Award or who is holding or has held an Award or, after death, that person's personal representatives;

"Plan" means the plan constituted by these rules and its schedules known as the SThree plc Global All Employee Plan, as amended from time to time;

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