Taylor Wimpey : Sharesave Plan New Rules

Taylor Wimpey plc

RULES OF THE TAYLOR WIMPEY SHARESAVE PLAN

THE TAYLOR WIMPEY SHARESAVE PLAN

Introduction

The purpose of the Taylor Wimpey Sharesave Plan is to provide, in accordance with Schedule 3, benefits for employees and directors in the form of Options over Shares in the Company if they save for a period of three or five years under a Savings Contract. The Plan may not provide benefits to employees or directors otherwise than in accordance with Schedule 3.

The Exercise Price may be set at up to 20% below the Market Value of the Shares subject to the Option. Options are normally exercisable after three or five years (depending upon the length of the Savings Contract) but special rules apply on a Participant's cessation of employment and if there is a Corporate Event.

The Plan is intended to be registered with HMRC under Schedule 3 and to be a "Schedule 3 SAYE option scheme" for the purposes of Schedule 3. In order to be a "Schedule 3 SAYE option scheme" and registered with HMRC, the Company must notify HMRC of the first grant of Options by 6 July following the end of the tax year in which the relevant Grant Date occurs in accordance with Schedule 3 and then make annual filings with HMRC by each subsequent 6 July detailing the operation of the Plan.

This introduction does not form part of the Plan rules.

1 Definitions and purpose

1.1 Definitions In these rules:

"Acquiring Company" has the meaning given to it by paragraph 38 of Schedule 3;

"Associated Company" has the meaning given by paragraph 47(1) of Schedule 3 except in relation to rules 6.4.5 and 6.5, where it has the meaning given by paragraph 35(4) of Schedule 3;

"Board" means the board of directors of the Company, or any committee or person duly authorised by it;

"Bonus" means any sum payable by way of terminal bonus under a Savings Contract being any additional payment made by the nominated Savings Authority when repaying contributions under a Savings Contract;

"Bonus Date" means the earliest date on which the relevant Bonus is payable under the Savings Contract applicable to the Option;

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

"Company" means Taylor Wimpey plc, a company incorporated in England and Wales with registered number 296805;

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"Control" means, in relation to a body corporate, the power of a person to secure by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate, or as a result of any powers conferred by the articles of association, or other document regulating that or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

"Controlling Company" has the meaning given by paragraph (b) or (c) of paragraph 18 of Schedule 3;

"Dealing Restrictions" means any restrictions relating to dealing in Shares imposed by law, order, regulation, Government directive or any dealing code adopted by the Company;

"Eligible Employee" means:

1. any person who is an employee or Full-Time Director of any Participating Company who:
2. has been such an employee or Full-Time Director during any qualifying period of continuous service (being a period of not more than five years before the Grant Date or such other period as may be permitted by paragraph 6(2)(b) of Schedule 3 from time to time) as the Board may determine in its absolute discretion from time to time;
3. receives earnings in respect of their office or employment with that Participating Company which are general earnings to which section 15 of ITEPA applies (or would apply if there were any); and
4. any other director or employee of any Participating Company whom the Board may in its absolute discretion determine from time to time;

"Employment" means, subject to rule 6.5, the Participant's employment or directorship by reference to which the Participant is or was an Eligible Employee;

"Exercise Date" has the meaning given in rule 7.4;

"Exercise Period" means the period beginning on the Bonus Date and ending six months after that date;

"Exercise Price" means, subject to rule 8, the price at which each Share subject to an Option may be acquired on the exercise of that Option, being not manifestly less than:

1. eighty per cent (80%) of the Market Value of a Share; or
2. if greater, the nominal value of a Share;

"Expiry Date" means 27 April 2033, being the tenth anniversary of the date the Plan is approved by the Company's shareholders;

"Full-TimeDirector" means a director of any Participating Company who normally devotes not less than 25 hours per week (excluding meal breaks and normal holiday

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entitlements or such other number of hours as may be required by HMRC for the purposes of paragraph 6 of Schedule 3) to their duties;

"Grant Date" means the date on which an Option is granted;

"Group Member" means the Company and its Subsidiaries from time to time and "Group" will be construed accordingly;

"HMRC" means HM Revenue & Customs;

"Invitation Date" means the date on which invitations are issued to Eligible Employees in accordance with rule 2.1;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003, as amended from time to time;

"London Stock Exchange" means the London Stock Exchange or any successor body;

"Market Value" means:

1. if the Shares are included on the Official List of the London Stock Exchange:
2. 1. the closing middle-market quotation (taken from the Daily Official List of the London Stock Exchange) of a Share on the Business Day before the Invitation Date (or such other date as the Board may determine on the Invitation Date, being no later than the Grant Date); or
   2. if the Board so determines, the average of the closing middle-market quotations for the three Business Days before the Invitation Date (or such other date as the Board may determine on the Invitation Date, being no later than the Grant Date), provided that:
   3. 1. such Business Days do not fall within any period when Dealing Restrictions apply; and
      2. if the Shares are subject to a Restriction, "Market Value" will be determined as if they were not subject to that Restriction; and
3. where (A) does not apply, the market value determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed with HMRC;

"Maximum Contribution" means the maximum aggregate Monthly Contribution which a Participant may make under all Savings Contracts linked to options granted to that Participant under the Plan or any other savings-related share option plan registered with HMRC under Part 8 of Schedule 3, being £500 per month or any other maximum amount specified for the purposes of paragraph 25(3) of Schedule 3 from time to time;

"Minimum Contribution" means £5 per month or any other minimum amount specified for the purposes of paragraph 25(3) of Schedule 3 from time to time;

"Monthly Contribution" means the monthly contribution agreed to be paid by a Participant under the relevant Savings Contract;