Marston : Rules of the Long Term Incentive Plan for approval at the 2023 AGM

Rules of the Marston's PLC

Long Term Incentive Plan

Approved by the shareholders of Marston's PLC on [ ] January 2023

Adopted by the board of directors of Marston's PLC on [ ] 2023

Schedule 2 registered with HM Revenue & Customs on with reference [ ]

Expiry date: [ ] January 2033

Contents

1	DEFINITIONS AND INTERPRETATION	1
2	GRANT OF AWARDS	3
3	PERFORMANCE CONDITION	4
4	RESTRICTIONS ON TRANSFER AND BANKRUPTCY	4
5	DIVIDEND EQUIVALENTS	4
6	INDIVIDUAL LIMIT	4
7	PLAN LIMITS	4
8	REDUCTION FOR MALUS AND CLAWBACK	5
9	VESTING, RELEASE AND EXERCISE	7
10	SUSPENSION OF AWARDS	7
11	TAXATION AND REGULATORY ISSUES	8
12	CASH EQUIVALENT	8
13	CESSATION OF EMPLOYMENT	8
14	CORPORATE EVENTS	10
15	CORPORATE EVENTS - ADDITIONAL PROVISIONS	12
16	ADJUSTMENTS	13
17	AMENDMENTS	13
18	LEGAL ENTITLEMENT	14
19	GENERAL	14
SCHEDULE 1 - CASH AWARDS	16
SCHEDULE 2 - CSOP OPTIONS	17
SCHEDULE 3 - FURTHER PROVISIONS RELATING TO THE GRANT AND EXERCISE OF LINKED NIL-COST
OPTIONS	28

THE MARSTON'S 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 (including a Linked Nil-Cost
	Option);
"Board"	subject to rule 14.9, the board of the Company or any duly authorised
	committee of the board;
"Company"	Marston's PLC registered in England and Wales under number
	00031461;
"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;
"CSOP Option"	a right to acquire Shares granted in accordance with Schedule 2 to
	the Plan which is intended to qualify as a tax-advantaged option;
"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) of the Company or any
	of its Subsidiaries;
"Exercise Period"	the period during which a Nil-Cost Option may be exercised;
"FCA"	the Financial Conduct Authority (or other relevant authority) in
	exercise of its primary market functions;
"GDPR"	the retained EU law version of 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 Dealing Day after the day on which the Company makes
	an announcement of its results for any period; or
	ii) 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;

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"Group Member"

"Holding Period"

"Internal Reorganisation"

"Linked Nil-Cost Option"

"Listing Rules" "MAR"

"Nil-Cost Option"

"Normal Release Date"

"Participant"

"Performance Condition"

"Performance Period"

"Plan"

"Release"

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;

the period beginning at the end of the Performance Period applying to an Award and ending on the second anniversary of that date, or such other period as the Board shall determine;

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;

a Nil-Cost Option designated by the Board as a Linked Nil-Cost Option;

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

the retained EU law version of the Market Abuse Regulation 596/2014;

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

any person who holds an Award or following his death, his personal representatives;

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

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

the Marston's Long Term Incentive Plan in its present form or as from time to time amended;

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,

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	and "Released" and "Unreleased" 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
	"Vesting", "Vested" and "Unvested" will be construed accordingly;
"Vesting Date"	the third anniversary of the Grant Date (or such other date determined
	by the Board); and
"Vesting Period"	i)	in relation to an Award that is subject to a Performance
		Condition, the Performance Period; and
	ii)	in relation to an Award that is not subject to a Performance
		Condition, the period commencing on the Grant Date and
		ending on the third anniversary of the Grant Date (or such
		other date as the Board may determine on or before the Grant
		Date).

1.2 References in the Plan to:

1. any statutory provisions are to those provisions as amended or re-enacted from time to time;
2. the singular include the plural and vice versa; and
3. the masculine include the feminine and vice versa.

1.3 Headings do not form part of the Plan.

2 GRANT OF AWARDS

1. Subject to rule 2.2, during a Grant Period, the Board may grant an Award to an Eligible Employee in its absolute discretion subject to the rules of the Plan and upon such additional terms as the Board may determine.
2. The grant of an Award will be subject to obtaining any approval or consent required by the FCA (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).
3. Awards must be granted by deed and, as soon as practicable after the Grant Date, Participants must be notified of the terms of their Award including any Performance Condition (or the date by which any Performance Condition will be determined) and, in the case of an Award subject to a Performance Condition, any Holding Period.

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