Rotork : New Rules of Rotork plc Sharesave Scheme

RULES

OF THE

ROTORK PLC SHARESAVE SCHEME

Rotork plc Sharesave Scheme

(i)

Rotork plc Sharesave Scheme

1. Meaning of words used

1.1 General

In these rules:

"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 Options), it means those persons who were members of the Board immediately before the relevant event;

"Bonus Date" means the date the Bonus becomes payable, which will occur after all of the Contributions have been made;

"Bonus" means the bonus (if any) payable under a Savings Contract linked to an Option;

"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 Rotork plc, incorporated in England and Wales with registered number 00578327;

"Contribution" means the monthly contribution under a Savings Contract;

"Control" has the meaning in section 719 of ITEPA;

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

"Eligible Employee" means a person who is eligible to participate in the Plan under rule 3.1 (Eligibility) at the relevant time;

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

"Expected Repayment" has the meaning given in rule 6.1 (Meaning of Expected Repayment);

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

"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;

"HMRC" means His Majesty's Revenue & Customs;

"Invitation Date" means the date an invitation to apply for an Option is issued under the Plan;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003; "Market Value" on any day means:

1. when Shares are listed on the London Stock Exchange:
2. 1. the price shown in the Stock Exchange Daily Official List for the previous Business Day as the closing price for the Shares on that day (or if 2 closing prices are shown, the lower price plus one-half of the difference between those 2 figures); or
   2. if the Board decides, the average of the price determined under (a) above over 3 consecutive Business Days ending on the previous Business Day; or

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1. otherwise, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with HMRC,

and if Shares are subject to a Restriction, Market Value will be determined as if the Shares were not subject to the Restriction;

"Maximum Contribution" means the maximum permitted Contribution, when aggregated with an Eligible Employee's contributions under all other Savings Arrangements;

"Option" means a right to acquire Shares granted under, and exercisable in accordance with, the Plan;

"Option Price" means the amount payable for each Share on the exercise of an Option, determined in accordance with rule 4.5 (Option Price);

"Participant" means a person holding an Option or, after death, that person's personal representatives;

"Participating Companies" means the Company and any company that is:

1. a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006), of which the Company has Control; and
2. designated by the Board at the relevant time as a participating company for the purposes of the Plan;

"Plan" means the plan constituted by these rules and known as the Rotork plc Sharesave Scheme, as amended from time to time;

"Qualifying Period" means a qualifying period of continuous service with a Participating Company, in accordance with rule 3.2 (Qualifying Period);

"Restriction" means a restriction within the meaning of paragraph 48(3) of Schedule 3;

"Savings Arrangement" means a certified SAYE savings arrangement within the meaning of section 703(1) of the Income Tax (Trading and Other Income) Act 2005 that has been approved by HMRC for the purposes of Schedule 3 and is linked to a Schedule 3 SAYE Option Scheme;

"Savings Contract" means a savings contract under a Savings Arrangement linked to this Plan;

"SAYE Code" means the relevant parts of the tax legislation governing the Plan as specified in section 516(3) of ITEPA;

"Schedule 3" means Schedule 3 to ITEPA;

"Schedule 3 SAYE Option Scheme" is a shares plan that meets the legislative requirements of Schedule 3, as set out in paragraph 1(A1) of Schedule 3; and

"Share" means an ordinary share in the capital of the Company that satisfies paragraphs 18 to 20 (inclusive) and 22 of Schedule 3.

1. General interpretation
   In this Plan, the singular includes the plural and the plural includes the singular. References to any enactment or statutory requirement will be understood as references to that enactment or requirement as amended or re-enacted and they include any subordinate legislation made under it.
2. Interpretation consistent with Schedule 3
   Words and expressions used in the Plan will have the meanings given in the SAYE Code unless the context requires otherwise. The Plan will be interpreted consistently with Schedule 3.

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1. Purpose
   The Plan is intended to operate as a Schedule 3 SAYE Option Scheme. The Company has established the Plan to provide benefits to Eligible Employees in the form of Options, and these benefits will only be provided in accordance with Schedule 3.
2. Eligible Employees

3.1 Eligibility

A person is an Eligible Employee if that person:

1. is either:
2. 1. an employee of a Participating Company; or
   2. a director of a Participating Company who is required to work for one or more Participating Companies for more than 25 hours a week in aggregate (excluding meal breaks);
3. has earnings in respect of the office or employment under rule 3.1.1 that are general earnings to which section 15 of ITEPA (Earnings for year when employee UK resident) applies (or the earnings would be subject to that section, if the person had any); and
4. satisfies any Qualifying Period.

The Board may also permit any other person who satisfies rule 3.1.1(i) to participate in the Plan as an Eligible Employee.

3.2 Qualifying Period

The Board may decide to impose a Qualifying Period. The Qualifying Period will be the period the Board decides from time to time but must not exceed 5 years prior to the Grant Date or such other maximum period under Schedule 3.

4. Issuing invitations

1. Operation
   The Board has discretion to decide whether the Plan will be operated. When the Plan is operated, the Board must invite all Eligible Employees to apply for an Option.
2. Similar terms
   Where invitations are issued under the Plan, all Eligible Employees must be invited to participate on similar terms.
3. Time of invitation
   Invitations under the Plan may only be issued within 42 days starting on any of the following:
4. 1. the day on which the Company's shareholders approve the Plan or amendments to the Plan;
   2. the Business Day following the day on which the Company's results are announced or, where not announced, are published for any period;
   3. any day on which changes to the legislation or regulations affecting the Plan are announced or take effect;

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