Dunelm : Rules of the Dunelm 2020 Share Plan

INSPECTION COPY

Rules of the Dunelm 2020 Share Plan

Approved by shareholders of Dunelm Group plc on [ ]November 2020

Adopted by the board of directors of Dunelm Group plc on [ ]November 2020

CONTENTS

1.	DEFINITIONS AND INTERPRETATION	3
2.	GRANT OF AWARDS	5
3.	PERFORMANCE CONDITIONS	6
4.	RESTRICTIONS ON TRANSFER AND BANKRUPTCY	6
5.	DIVIDEND EQUIVALENTS	6
6.	INDIVIDUAL LIMITS	6
7.	PLAN LIMITS	7
8.	REDUCTION AND RECOVERY	8
9.	VESTING AND SETTLEMENT	9
10. TAXATION AND REGULATORY ISSUES AND SHAREHOLDING REQUIREMENTS	10
11.	CASH EQUIVALENT	10
12.	CESSATION OF EMPLOYMENT	10
13.	CORPORATE EVENTS	12
14.	ADJUSTMENTS	13
15.	AMENDMENTS	13
16.	LEGAL ENTITLEMENT	14
17.	GENERAL	14

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THE DUNELM 2020 SHARE PLAN

1. DEFINITIONS AND INTERPRETATION

In this Plan, unless otherwise stated, the words and expressions below have the following meanings:

"Award"	a right to receive Shares automatically subject to the rules of the
	Plan;
"Board"	subject to rule 13.7, the board of the Company or any committee or person
	duly authorised by the board of directors of the Company, or any duly
	appointed successor body;
"Bonus"	the bonus (if any) earned or, where the context so requires, capable of
	being earned by an Eligible Employee pursuant to a bonus plan operated by
	any Group Member;
"Company"	Dunelm Group plc registered in England under number 4708277;
"Control"	the meaning given by section 995 of the Income Tax Act 2007;
"Dealing Day"	any day on which the London Stock Exchange is open for business;
"Dealing Restrictions"	restrictions imposed by the MAR, the Company's share dealing code, the
	Listing Rules or any applicable laws or regulations which impose restrictions
	on share dealing;
"Eligible Employee"	an employee (including an executive director) or former employee of the
	Company or any of its Subsidiaries;
"FCA"	the United Kingdom Financial Conduct Authority (or any successor body);
"Financial Year"	a financial year of the Company;
"FY20 Average Market Value"	subject to rule 14, 1189 pence;
"GDPR"	the EU General Data Protection Regulation 2016/679;
"Grant Date"	the date on which an Award is granted;
"Grant Period"	the period of 42 days commencing on:
	i) the day on which the Plan is approved by shareholders in general
	meeting
	ii) the first Dealing Day after the day on which the Company makes
	an announcement of its results for any period;
	iii) in the case of a Share Bonus Award, the day on which any Bonus
	is determined; or
	iv) any day on which the Board resolves that exceptional
	circumstances exist which justify the grant of Awards;
	unless the Company is restricted from granting Awards during the periods
	specified above as a result of any Dealing Restrictions, in which case the

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	relevant Grant Period will be 42 days commencing on the Dealing Day after
	such Dealing Restrictions are lifted;
"Group Member"	the Company, any Subsidiary of the Company, any company that is (within
	the meaning given by section 1159 of the Companies Act 2006) the
	Company's holding company or a Subsidiary of the Company's holding
	company or, if the Board so determines, any body corporate in relation to
	which the Company is able to exercise at least 20% of the equity voting
	rights and "Group" will be construed accordingly;
"Internal Reorganisation"	where immediately after a change of Control of the Company, all or
	substantially all of the issued share capital of the acquiring company is
	owned directly or indirectly by the persons who were shareholders in the
	Company immediately before the change of Control;
"Listing Rules"	the FCA's listing rules, as amended from time to time;
"MAR"	the EU Market Abuse Regulation 596/2014;
"Normal Vesting Date"	the date on which an Award will normally Vest, which will be:
	i)	in the case of a Share Bonus Award in respect of Financial Year
		2019/20 or Financial Year 2020/21 granted to an Executive Director
		of the Company:
		(a)	as regards 50% of the Shares subject to the Award
			(rounded down to the nearest whole Share, the first
			Dealing Day following the announcement by the Company
			of its results for Financial Year 2020/21; and
		(b)	as regards the balance of the Shares, of its results for
			Financial Year 2021/22;
	ii)	in the case of a Share Bonus Award in respect of Financial Year
		2019/20 or Financial Year 2020/21 granted to a person who is not
		an Executive Director of the Company, such date or dates as the
		Board determines on or before the Grant Date;
	iii)	in the case of a Share Bonus Award in respect of any other Financial
		Year and any Award that is not a Share Bonus Award, the later of:
		a)	the date determined by the Board on or before the Grant
			Date;
		b)	the date on which the Board determines the extent to
			which any Performance Condition has been satisfied in
			accordance with rule 9.1; and
		c)	the date on which the Board determines whether an
			adjustment should be made in accordance with rule 9.2;
"Participant"	any person who holds an Award or following his death, his personal
	representatives;
"Performance Condition"	a condition or conditions imposed under rule 3.1 that relates to
	performance;
"Performance Period"	the period over which a Performance Condition will be measured;
"Plan"	the Dunelm 2020 Share Plan as amended from time to time;

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