Hill & Smith : 2023 Notice of Annual General Meeting - Appendix (LTIP Rules)

RULES OF THE

HILL & SMITH 2023 LONG TERM INCENTIVE PLAN

Approved by the shareholders of Hill & Smith plc on [ ] May 2023

Adopted by the board of directors of Hill & Smith plc on [ ] May 2023

Expiry date: [ ] May 2033

Contents

1	DEFINITIONS AND INTERPRETATION	1
2	GRANT OF AWARDS	4
3	PERFORMANCE CONDITION	4
4	RESTRICTIONS ON TRANSFER AND BANKRUPTCY	5
5	DIVIDEND EQUIVALENTS	5
6	INDIVIDUAL LIMIT	5
7	PLAN LIMITS	5
8	REDUCTION FOR MALUS AND CLAWBACK	7
9	VESTING, RELEASE AND EXERCISE	8
10	SUSPENSION OF AWARDS	9
11	TAXATION AND REGULATORY ISSUES	10
12	CASH EQUIVALENT	10
13	CESSATION OF EMPLOYMENT	10
14	LEAVERS - POST-CESSATION SHAREHOLDING REQUIREMENTS	12
15	CORPORATE EVENTS	13
16	CORPORATE EVENTS - ADDITIONAL PROVISIONS	15
17	ADJUSTMENTS	16
18	AMENDMENTS	16
19	LEGAL ENTITLEMENT	17
20	GENERAL	17
SCHEDULE 1	19
1	CASH AWARDS	19
SCHEDULE 2 - US PARTICIPANTS	20
AWARDS WHICH ARE EXEMPT FROM S.409A	20

THE HILL & SMITH 2023 LONG TERM INCENTIVE PLAN

1 DEFINITIONS AND INTERPRETATION

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

"Award"	a Conditional Award or a Nil-Cost Option;
"Board"	subject to rule 15.9 the board of the Company or any duly
	authorised committee of the board;
"Company"	Hill & Smith plc, registered in England and Wales under
	number 00671474;
"Conditional Award"	a right to acquire Shares in accordance with the rules of the
	Plan with no Exercise Period;
"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 Company's share dealing code, the
	Listing Rules or any applicable laws or regulations which impose
	restrictions on share dealing;

"Eligible Employee"

"Exercise Period"

"FCA"

"GDPR"

"Grant Date"

an employee (including an executive director) of the Company or any of its Subsidiaries;

the period during which a Nil-Cost Option may be exercised;

the Financial Conduct Authority (or other relevant authority) in exercise of its primary market functions;

the retained EU law version of the EU General Data Protection Regulation 2016/679;

the date on which an Award is granted;

1

"Grant Period"

"Group Member"

"Holding Period"

"Internal Reorganisation"

"Listing Rules" "Nil-Cost Option"

"Normal Release Date"

the period of 42 days commencing on:

1. the day on which the Plan is approved by shareholders of the Company in general meeting;
2. the Dealing Day after the day on which the Company makes an announcement of its results for any period;
3. in relation to a particular person, the day on which that person becomes an Eligible Employee; or
4. 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 under the Plan during the periods specified above as a result of any Dealing Restrictions, in which case the relevant Grant Period will be 42 days commencing on the Dealing Day after such Dealing Restrictions are lifted;

the Company, any Subsidiary of the Company, any company which is (within the meaning of 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;

a period of up to two years as determined by the Board beginning on the Vesting Date;

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;

the FCA's listing rules, as amended from time to time;

a right to acquire Shares in accordance with the terms of the Plan during an Exercise Period;

the date on which an Award will normally be Released, which:

1. in respect of an Award to which no Holding Period applies, will be the Vesting Date; and
2. in respect of an Award to which a Holding Period applies, will be the first Dealing Day immediately following the end of the Holding Period;

2

"Participant"any person who holds an Award or following his death, his personal representatives (and where applicable, in particular in Rule 8, shall be deemed to include a former Participant);

"Performance Condition" a condition or conditions imposed under rule 3.1 which relates to performance and upon which the Vesting of an Award is dependent;

"Performance Period" the period over which a Performance Condition will be measured which, unless the Board determines otherwise, will be at least three years;

"Plan"

"Pro-Rating Period"

"Release"

the Hill & Smith 2023 Long Term Incentive Plan in its present form or as from time to time amended;

1. in relation to an Award which is subject to a Performance Condition, the Performance Period; and
2. in relation to an Award which is not subject to a Performance Condition, the period beginning on the Grant Date and ending on the Vesting Date;

1. in relation to a Conditional Award, the Participant becomes entitled to receive the Shares; and
2. in relation to a Nil-Cost Option, that it becomes capable of exercise,

and "Released" will be construed accordingly.

"Release Date"	the date on which an Award is Released;
"Share"	a fully paid ordinary share in the capital of the Company;
"Subsidiary"	the meaning given by section 1159 of the Companies Act
	2006;
"Tax Liability"	any tax or social security contributions liability in connection
	with an Award for which the Participant is liable and for which
	any Group Member or former Group Member is obliged to
	account to any relevant authority;
"Trustee"	the trustee or trustees for the time being of any employee
	benefit trust, the beneficiaries of which include Eligible
	Employees;
"Vest"	in relation to an Award, the occurrence of its Vesting Date,
	and "Vested" will be construed accordingly; and
"Vesting Date"	i) in relation to an Award which is subject to a Performance
	Condition, the later of: (a) date on which the Board
	determines the extent to which the Performance
	Condition has been satisfied in accordance with rule 9.1
	3