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
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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Dunelm Group plc published this content on 09 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 October 2020 16:19:02 UTC