SCHEDULES

SCHEDULE 4U.K.F1... CSOP schemes

Part 5U.K.Requirements etc. relating to share options

Requirements as to price for acquisition of sharesU.K.

22(1)The price at which shares may be acquired by the exercise of a share option granted under the scheme—U.K.

F2(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b)must not be manifestly less than the market value of shares of the same class [F3—

(i)at the time when the option is granted, or

(ii)at such earlier time as may be determined in accordance with guidance issued by the Commissioners for Her Majesty's Revenue and Customs.]

This is subject to [F4sub-paragraph (3)].

F5(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)The scheme may provide for one or more of the following—

(a)the price at which shares may be acquired by the exercise of a share option granted under the scheme,

(b)the number of shares which may be so acquired, or

(c)the description of shares which may be so acquired,

to be varied so far as necessary to take account of a variation in the share capital of which the shares form part.

[F6(3A)If the scheme makes provision under sub-paragraph (3), the variation or variations made under that provision to take account of a variation in any share capital must (in particular) secure—

(a)that the total market value of the shares which may be acquired by the exercise of the share option is immediately after the variation or variations substantially the same as what it was immediately before the variation or variations, and

(b)that the total price at which those shares may be acquired is immediately after the variation or variations substantially the same as what it was immediately before the variation or variations.

(3B)Sub-paragraph (3) does not authorise any variation which would result in the requirements of the other paragraphs of this Schedule not being met in relation to the share option.]

F7(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F8[F9(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6)For the purposes of this paragraph the market value of shares subject to a restriction is to be determined as if they were not subject to the restriction.]