THE 4IMPRINT GROUP PLC 2022 EMPLOYEE STOCK PURCHASE
PLAN
Directors' adoption: | [ ] May 2022 |
Shareholder approval: | [ ] May 2022 |
Expiry date: | [earlier of approval date and adoption date] |
2032 |
SLAUGHTER AND MAY
One Bunhill Row London EC1Y 8YY
Ref: PJC/IAB/CXUS
574006462
THE RULES OF THE 4IMPRINT GROUP PLC 2022 EMPLOYEE STOCK PURCHASE
PLAN
CONTENTS
1 Invitations to apply for Options ............................................................................................. 4
2 Scaling down ........................................................................................................................ 6
3 Grant of Options ................................................................................................................... 7
4 Limits .................................................................................................................................... 7
5 Exercise of Options .............................................................................................................. 9
6 Adjustment of Options ........................................................................................................ 12
7 Takeovers and other corporate events ............................................................................... 13
8 Exchange of Options .......................................................................................................... 15
9 Terms of employment ......................................................................................................... 15
10 General ............................................................................................................................... 16
11 Amending the Plan ............................................................................................................. 18
12 Governing law and jurisdiction ............................................................................................ 19
THE 4IMPRINT GROUP PLC 2022 EMPLOYEE STOCK PURCHASE PLAN
Introduction
This introduction does not form part of the Plan rules. The purpose of the Plan is to provide employees of the Company and its selected Subsidiaries with an opportunity to acquire Shares in the Company (on a tax-favoured basis for employees based in the United States of America). It is intended that the Plan qualifies as an "employee stock purchase plan" under section 423 of the Code. The Exercise Price of an Option may be up to 15% below the Market Value of the Shares subject to the Option.
Definitions
In these rules:
"Acquiring Company" has the meaning given to it in rule 7.3.1;
"Application Period" means the period within which an Eligible Employee may apply to receive an Option in response to an invitation to participate in the Plan, which must end before the Grant Date;
"Board" means the board of directors of the Company, or any sub-committee or person duly authorised by it;
"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;
"Code" means the U.S. Internal Revenue Code of 1986, as amended from time to time;
"Company" means 4imprint Group plc, a company incorporated in England and Wales with registered number 00177991;
"Compensation" means base salary or wages paid on each regular and recurring payday to an Eligible Employee by a Participating Company as compensation for that Eligible Employee's services to that Participating Company, before the deduction for any salary deferral contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan, including overtime, vacation pay, holiday pay, jury duty pay and funeral leave pay, but excluding bonuses, commissions, education or tuition reimbursements, imputed income arising under any group insurance or benefit programme, travel expenses, business and relocation expenses, and income received in connection with share options or other equity-based awards;
"Contribution" means the contribution agreed to be paid by a Participant under the relevant Savings Contract, which the Company may require to be stated as a percentage of Compensation;
"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;
"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 any current employee (including an executive director) of any Participating Company, excluding, as the Board may determine in respect of any invitation under the Plan, any such employee who:
(i) has not on the Invitation Date been employed by a Participating Company for such period of service (not exceeding two years or such other maximum as may be prescribed by the Code from time to time) as the Board may determine in its absolute discretion from time to time;
(ii) is customarily employed for twenty hours or less per week and/or for not more than five months in any calendar year; and/or
(iii) is a "highly compensated employee" of the Company or a Participating Subsidiary (within the meaning of section 414(q)) of the Code;
"Exercise Date" has the meaning given in rule 5.8;
"Exercise Price" means the price at which each Share subject to an Option may be acquired on the exercise of that Option, which is determined by the Board and which must not, subject to rule 6, be less than:
(i) the lower of: (a) 85% (or such other minimum as is prescribed by the Code from time to time) of the Market Value of a Share on the Grant Date and (b) 85% (or such other minimum as is prescribed by the Code from time to time) of the Market Value of a Share on the Exercise Date; and
(ii) if greater, and Shares are to be acquired by subscription, the nominal value of a Share,
and which may be expressed in pounds sterling, the Local Currency or such other currency as the Board may determine;
"Expected Vesting Date" means the date specified under rule 1.2.7 on which the Option will normally Vest in accordance with the Plan rules and which is no later than the last day of the Offering Period;
"Expiry Date" means [•] 2032, being the date 10 years after the earlier of the date on which the Plan is adopted by the Board and the date on which the Plan is approved by the Company's shareholders;
"Grant Date" means the date which the Board specifies for the grant of an Option which will also be the first day of the Offering Period for that Option;
"Group Member" means:
(i) the Company;
(ii) its Subsidiaries from time to time; and
(iii) any other company which is associated with the Company and is so designated by the Board, and "Group" will be construed accordingly;
"Invitation Date" means the date on which invitations are issued to Eligible Employees in accordance with rule 1.1;
"Local Currency" means, in relation to an amount, that amount in the currency in which the Eligible Employee is paid, determined by the Board using such exchange rate as the Board may determine;
"London Stock Exchange" means the London Stock Exchange or any successor entity;
"Market Value" means:
(i) for any day, the closing middle-market quotation (taken from the Daily Official List of the London Stock Exchange) of a Share on the Business Day before that day; or
(ii)if the Board so determines, the average of the closing middle-market quotations for such Business Days as the Board may determine before that day;
provided that such Business Day(s) do not fall within any period when Dealing Restrictions apply and provided that such value also constitutes the "fair market value" of a Share for purposes of section 423(b)(6) of the Code;
"Offering Period" means such period of time commencing on the Grant Date of an Option as the Board may determine in its discretion. The duration of an Offering Period will be established by and may be changed by the Board; provided that in no event may an Offering Period exceed 27 months;
"Option" means a right to acquire Shares granted under the Plan;
"Option Certificate" has the meaning given in rule 3.3;
"Participant" means a person holding an Option or that person's personal representatives;
"Participating Company" means a Subsidiary which the Board has determined will be a participating company for the purposes of the Plan;
"Plan" means the plan constituted by these rules known as "The 4imprint Group plc 2022 Employee Stock Purchase Plan", as amended from time to time;
"Savings Authority" means the US banking entity chosen by the Board from time to time for the purpose of receiving Contributions under Savings Contracts;
"Savings Contract" means any savings arrangements determined by the Board under which an Eligible Employee may make Contributions in connection with the Plan;
"Savings Period" means the period (not exceeding 27 months or such other maximum as may be prescribed by the Code from time to time) determined by the Board over which an Eligible Employee may make Contributions under a Savings Contract;
"Shares" means fully paid ordinary shares in the capital of the Company;
"Subsidiary" means a corporation which is a subsidiary of the Company within the meaning of both section 1159 of the Companies Act 2006 and section 424(f) of the Code;
"Treasury Shares" has the same meaning as in Chapter 6 of Part 18 of the Companies Act 2006;
"Vesting" means in relation to an Option, the Option becoming capable of exercise in accordance with the Plan rules and "Vesting", "Vested" and "Unvested" will be construed accordingly; and
Attachments Disclaimer 4imprint Group plc published this content on 23 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2022 16:25:01 UTC.