EX-10.4

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Exhibit 10.4

RULES OF THE

AMENDED AND RESTATED INDIVIOR UK

SAVINGS RELATED SHARE OPTION PLAN

Table of Contents


Contents		Page

1	Definitions and interpretation		1
2	Invitations to apply for Options		4
3	Scaling down		5
4	Grant of Options		5
5	Plan limits		6
6	Rights of Exercise and Lapse of Options		6
7	Exercise of Options		8
8	Takeovers and Liquidation		9
9	Exchange of Options on a Takeover		10
10	Variation of Share Capital		10
11	Administration		11
12	Amendments		12
13	General		12

1	Definitions and interpretation

1.1	In this Plan, the following words and expressions shall, where the context so permits, have the following meanings:

“Act” means the Income Tax (Earnings and Pensions) Act 2003;

“Applicable Exchange” means the Global Select Market of The Nasdaq Stock Market LLC, the London Stock Exchange or any other national stock exchange or quotation system on which the Shares may be listed or quoted.

“Associated Company” has the meaning given by paragraph 47(1) of Schedule 3 except in relation to Rule 6 where it will have the meaning given by paragraph 35(4) of Schedule 3;

“Bonus” means any sum payable by way of terminal bonus under a Savings Contract being the additional payment made by the nominated Savings Authority when repaying contributions under a Savings Contract and:

(a)

“Three Year Bonus” shall mean the Bonus payable under a Three Year Savings Contract; and

(b)

“Five Year Bonus” shall mean the Bonus payable under a Five Year Savings Contract.

“Bonus Date” means the earliest date on which the relevant Bonus is payable;

“Company” means Indivior Pharmaceuticals, Inc., a Delaware corporation, and its successors by operation of law;

“Control” has the meaning given by section 995 of the Income Tax Act 2007 except for the purposes of Rule 6.4.5 where it will have the meaning given by sections 450 and 451 of the Corporation Tax Act 2010;

“Date of Grant” means the date on which an Option is granted;

“Dealing Day” means a day on which the Nasdaq Stock Market (or, if relevant and if the Directors determine in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992, any recognised stock exchange nominated by the Directors on which the Shares are traded) is open for business;

“Dealing Restrictions” means restrictions on, or requirements for approvals for, dealing in Shares imposed by statute, order, regulation or Government directive or listing authority or any code adopted by the Company;

“Directors” means the board of directors from time to time of the Company or a duly authorised committee of it;

“Eligible Employee” means:

(a)

any person who is an employee or Full-Time Director of any Participating Company who:

(i)

has such qualifying period (if any) of continuous service (being a period commencing not earlier than five years prior to the Date of Grant) as the Directors may in their absolute discretion and from time to time determine; and

(ii)

receives earnings in respect of their office or employment which are general earnings to which section 15 of the Act applies (or would apply if there were any);

(b)

any other director or employee of any Participating Company whom the Directors may in their absolute discretion and from time to time select.

“Exercise Price” means the price at which each Share the subject of an Option may be acquired on the exercise of that Option, being (subject to Rule 9.2.4) not less than:

(a)

eighty per cent (80%) of the Market Value of a Share (or such other percentage as shall from time to time be specified in paragraph 28(1)(b) of Schedule 3); or

(b)

if greater, and Shares are to be acquired by subscription, the nominal value of a Share;

“Full-Time Director” means an employee who is a director of any Participating Company and normally devotes not less than 25 hours per week (excluding meal breaks and normal holiday entitlement or such other number of hours as may be required by HMRC for the purposes of paragraph 6 of Schedule 3) to their duties;

“Grant Period” means the period during which the Directors may invite Eligible Employees to apply for Options as specified in Rule 2.1;

“Group” means the Company and all its Subsidiaries;

“Group Company” means any company in the Group;

“HMRC” means H. M. Revenue & Customs;

“Key Feature” has the meaning given to it by paragraph 40B(8) of Schedule 3;

“Market Value” means the lowest of the following:

(a)

the market value of a Share on the Dealing Day immediately preceding the date on which the invitation is made in accordance with Rule 2 (the “relevant date”);

(b)

the average of the market values of a Share for the three Dealing Days immediately preceding the relevant date; and

(c)

the average of the market values of a Share for the five Dealing Days immediately preceding the relevant date,

with the market value of a Share being determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and for these purposes the Market Value of a Share subject to a restriction is to be determined as if it was not subject to a restriction;

“Maximum Contribution” means the maximum aggregate Monthly Contribution which an Optionholder may make under all Savings Contracts linked to options granted to them under the Plan or any other Schedule 3 SAYE Plan, being the lesser of:

(a)

£500 per month or, if higher, the maximum amount specified in paragraph 25(3) of Schedule 3 from time to time; and

(b)

such other maximum Monthly Contribution as may be determined from time to time by the Directors which need not be the same in relation to all Eligible Employees provided that it does not infringe the requirements of paragraph 7 of Schedule 3 (participation on similar terms);

“Monthly Contribution” means the monthly contribution agreed to be paid by an Optionholder under the relevant Savings Contract;

“Non-UK Company Reorganisation Arrangement” has the meaning given by paragraph 47A of Schedule 3;

“Option” means a right granted or to be granted to acquire Shares pursuant to the Rules;

“Optionholder” means any person (including where the context permits the personal representatives of such a person) who holds an Option;

“Participating Company” means any Group Company which the Company has determined shall be a participating company for the purposes of the Plan;

“Plan” means this plan, being the Amended and Restated Indivior UK Savings Related Share Option Plan constituted by the Rules as from time to time amended;

“Repayment” means in relation to a Savings Contract, the aggregate of the Monthly Contributions which the Participant has made and, subject to Rules 2.2.5 and 3.1.1, any Bonus due at the Bonus Date;

“Rules” means these rules together with any amendment effected in accordance with Rule 13;

“Savings Authority” means the building society or bank recognised by the Directors from time to time for the purpose of receiving Monthly Contributions under Savings Contracts;

“Savings Contract” means a savings contract under a certified SAYE savings arrangement (within the meaning of paragraph 48(1) of Schedule 3) and “Three Year Savings Contract” and “Five Year Savings Contract” shall be construed accordingly;

“Schedule 3” means Schedule 3 to the Act;

“Schedule 3 SAYE Plan” means a savings-related share option plan that satisfies the requirements of Schedule 3;

“Share” means shares of common stock of the Company, par value $0.001;

“Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain; and

“TUPE Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006.

1.2	References to any statutory provision are to that provision as amended or re-enacted from time to time (and any regulations made under it), and, unless the context otherwise requires, and words in the singular shall include the plural and vice versa.

1.3

The purpose of the Plan is to provide in accordance with Schedule 3 benefits to Eligible Employees in the form of share options. The Plan and any Option granted under it shall be interpreted, operated and administered in a manner that is consistent with that purpose and in the case of any conflict between these rules and the provisions of Schedule 3, Schedule 3 shall prevail.

2	Invitations to apply for Options

2.1

The Directors may, in their absolute discretion, decide whether or not to operate the Plan.

2.2

Such invitations shall be made to all Eligible Employees and shall include details of the following matters which shall be determined by the Directors:

2.2.1

the Exercise Price or the means by which it will be notified to Eligible Employees;

2.2.2

the latest date by which applications must be received, being neither earlier than 14 days nor later than 28 days after the date of the invitations;

2.2.3

the Maximum Contribution;

2.2.4

whether the applicable Savings Contract(s) being offered are:

(i)

a Three Year Savings Contract; or

(ii)

a Five Year Savings Contract; or

(iii)

either a Three Year Savings Contract or a Five Year Savings Contract, as the applicant shall select; or

(iv)

a combination of a Three Year Savings Contract and a Five Year Saving Contract (subject always to the Maximum Contribution); and

2.2.5

whether, for the purpose of determining the number of Shares over which an Option is to be granted, the Repayment under the Savings Contract is to be taken as including any Bonus or not.

2.3

Each invitation shall be accompanied by:

2.3.1

a proposal form for a Savings Contract; and

2.3.2

an application form.

2.4

An application form shall be in such form as the Directors may from time to time prescribe save that it must provide for the applicant to state:

2.4.1

the Monthly Contribution (being a multiple of £1 and not less than £10) which they wish to make under the related Savings Contract; and

2.4.2

that their proposed Monthly Contribution (when taken together with any Monthly Contribution they make under any other Savings Contract linked to an option granted to them under the Plan or any other Schedule 3 SAYE Plan) will not exceed the Maximum Contribution; and

2.4.3

if the Directors have determined that an applicant may select either a Three Year Savings Contract and/or a Five Year Savings Contract, their selection in that respect.

2.5

Each application shall provide that, in the event of scaling down in accordance with Rule 3, the Directors are authorised by the applicant to modify their application to reflect such scaling down.

2.6

Subject to Rule 2.7 and Rule 3, each application shall be deemed to be for an Option over such number of whole Shares as can be acquired at the Exercise Price with the expected Repayment under the related Savings Contract at the appropriate Bonus Date.

2.7

If an application for a Savings Contract specifies a Monthly Contribution which, when added to any other Monthly Contributions already being made or proposed to be made by the Eligible Employee, exceeds the Maximum Contribution, that application shall be deemed to have been automatically modified down to the maximum possible amount.

2.8

Invitations to apply for Options must not be issued at any time if it would be unlawful, or in breach of Dealing Restrictions.

2.9

The Directors may, in their absolute discretion, treat all late applications as valid provided they are received no less than five days prior to the Date of Grant.

3	Scaling down

3.1

To the extent that valid applications are received in excess of any maximum number of Shares which may be determined by the Directors or the limit in Rule 5, the Directors shall scale down applications in the same manner in order to eliminate the excess by:

3.1.1

excluding the Bonuses under the relevant Savings Contracts; and/or

3.1.2

reducing pro-rata the proposed Monthly Contributions in excess of £10; and/or

3.1.3

deeming each application for a Savings Contract with a Five Year Bonus to be an application for a Savings Contract with a Three Year Bonus; and/or

3.1.4

so far as necessary, selecting by lot.

3.2

Where applications are scaled down in accordance with Rule 3.1 all relevant applications shall be deemed to have been amended or withdrawn, as the case may be.

3.3

If the number of Shares is insufficient to enable an Option based on a £10 per month contribution to be granted to each Eligible Employee who has made a valid application, the Company may, as an alternative to selecting by lot, determine in its absolute discretion that no Options will be granted.

4	Grant of Options

4.1

No Option shall be granted after whichever is the earlier of:

4.1.1

30 days (or 42 days, or such longer period as may be agreed with HMRC, in the event that applications are scaled down under Rule 3) after the day(s) by reference to which the Exercise Price was fixed; and

4.1.2

the last day of the applicable Grant Period.

4.2

No Option shall be granted to a person unless at the Date of Grant they are an Eligible Employee. No payment will be required for the grant of an Option.

4.3

As soon as is practicable after having granted an Option to an Eligible Employee the Company shall issue to them, or procure the issue to them of, an option certificate. The option certificate shall be in such form determined by the Directors from time to time and shall state:

4.3.1

the Date of Grant of the Option;

4.3.2

the number of Shares over which the Option is granted;

4.3.3

the Exercise Price payable for each Share subject to the Option; and

4.3.4

if the Shares are subject to any restriction, details of the restriction.

4.4

Subject to the right of an Optionholder’s personal representatives to exercise an Option as provided in Rule 6.4, every Option shall be personal to the Eligible Employee to whom it is granted and any purported assignment, transfer, charge, disposal or dealing with the rights or interests of the Optionholder under the Plan shall render the Option void.

4.5

Options must not be granted at any time when that grant is prohibited by or in breach of any Dealing Restrictions.

5	Plan limits

5.1

On or before the date upon which invitations are issued on any occasion the Directors may determine a limit on the number of Shares over which applications for Options will be accepted on that occasion.

5.2

The number of Shares over which the Directors may grant Options on any date shall be limited so that it does not exceed the limit set out in Rule Error! Reference source not found. or Rule 5.3, as applicable.

5.3

The aggregate number of Shares with respect to which Options may be granted under this Plan shall not exceed 1,000,000 Shares (whether satisfied by the issue of new Shares, the transfer of treasury Shares or the transfer of existing Shares). Any Option under this Plan settled in cash shall not be counted against the foregoing maximum Share limit.

5.4

For the purposes of Rule 5

5.4.1

no account will be taken of Shares acquired by an employee or former employee (or the personal representatives of such a person) where the Shares are acquired for a price equal to their market value at or about the date of acquisition and the cost of those Shares is borne by (or by the estate of) the employee or former employee;

5.4.2

subject to Rule Error! Reference source not found., no account will be taken of an award if and to the extent to which the Directors considers that it will be satisfied by the transfer of existing Shares other than treasury Shares; and

5.4.3

where an award was granted in consideration of the release by the holder of an award previously granted to them under an employee share scheme, then the earlier award shall be ignored and the later award shall be deemed to have been granted at the same time as the earlier award.

5.5

No Option shall be granted under this Scheme after the Company’s annual general meeting in 2036.

6	Rights of Exercise and Lapse of Options

6.1

Save as provided in Rules 6.3 (death), 6.4 (good leavers) and 8 (takeovers etc), an Option may be exercised only during the period commencing with the Bonus Date under the related Savings Contract.

6.2

Save as provided in Rules 6.3 and 6.4, an Option may only be exercised by an Optionholder while they are a director or employee of a Participating Company.

6.3

An Option may be exercised by the personal representatives of a deceased Optionholder:

6.3.1

during the period of one year following the date of the Optionholder’s death if such death occurs before the Bonus Date; or

6.3.2

during the period of one year following the Bonus Date if the Optionholder’s death occurs within the period of six months of the Bonus Date.

6.4

Subject to Rule 6.5, if an Optionholder ceases to hold any office or employment with a Participating Company on account of:

6.4.1

injury or disability (evidenced to the satisfaction of the Company); or

6.4.2

redundancy (within the meaning of the Employment Rights Act 1996); or

6.4.3

retirement; or

6.4.4

the transfer of the undertaking or part-undertaking in which the Optionholder is employed to a person other than a Group Company where such transfer is a relevant transfer within the meaning of the TUPE Regulations; or

6.4.5

the Associated Company by which the Optionholder is employed ceasing to be under the Control of the Company; or

6.4.6

ceasing to hold employment with a Participating Company provided more than three years have elapsed since the relevant Date of Grant and cessation is not by reason of dismissal for misconduct; or

6.4.7

the transfer or sale of the undertaking or part-undertaking in which the Optionholder is employed to a person who is not an Associated Company of the Company where the transfer is not a relevant transfer within the meaning of the TUPE Regulations,

the Option may be exercised within the period of six months following such cessation.

6.5

An Optionholder shall not be treated as having ceased to hold any office or employment with a Participating Company for the purposes of this Rule 6 until that person ceases to hold any office or employment with the Company or any company which is an Associated Company.

6.6

An Option shall lapse on the occurrence of the earliest of the following:

6.6.1

subject to Rule 6.6.2 below, the expiry of the period of six months after the Bonus Date;

6.6.2

where the Optionholder has died, the expiry of the period during which the Option may be exercised in accordance with Rule 6.3;

6.6.3

the expiry of any of the applicable periods specified in Rules 6.3 (exercise by personal representatives) and 6.4 (good leavers) but if an Optionholder dies while time is running under Rule 6.4, the Option shall not lapse until the expiry of the relevant period in Rule 6.3;

6.6.4

subject to Rule 9 (exchange of options on a takeover), the expiry of any of the applicable periods in Rules 8.1, 8.2 and 8.3 (takeovers etc) but if an Optionholder dies while time is running under Rule 8.1, 8.2 or 8.3, the Option shall not lapse until the expiry of the relevant period in Rule 6.3;

6.6.5

subject to Rule 6.5 (determining cessation of office or employment etc), the date on which an Optionholder ceases to be a director or employee of a Participating Company for any reason other than their death or those specified in Rule 6.4 (good leavers);

6.6.6

the date on which a resolution is passed, or an order is made by the Court, for the compulsory winding up of the Company;

6.6.7

the date on which the Optionholder becomes bankrupt or does or omits to do anything as a result of which they are deprived of the legal or beneficial ownership of the Option; and

6.6.8

where, before an Option has become capable of being exercised, the date on which the Optionholder:

(i)

gives notice that they intend to stop paying Monthly Contributions;

(ii)

is deemed under the terms of the Savings Contract to have given such notice; or

(iii)

makes an application for the repayment of Monthly Contributions.

7	Exercise of Options

7.1

An Option may only be exercised with monies not exceeding the amount of Repayment made under the related Savings Contract. For this purpose, Repayment under the Savings Contract shall exclude the repayment of any Monthly Contribution the due date for payment of which falls more than one month after the date on which Repayment is made.

7.2

Save as otherwise provided in the Rules, an Option shall be exercisable in whole or in part but only on one occasion, by notice in writing (in the form prescribed by the Directors) given by the Optionholder (or their personal representatives) to the Company (or to a duly authorised agent of the Company). The notice of exercise of the Option shall be accompanied by the relevant option certificate and a remittance in cleared funds for the aggregate Exercise Price payable.

7.3

As soon as reasonably practicable (and not later than 30 days) after the Option exercise the Directors shall allot or procure the transfer of the Shares to the Optionholder (or their nominee) in respect of which the Option has been validly exercised.

7.4

The exercise of an Option and the issue or transfer of Shares under the Plan will be subject to complying with the requirements of or obtaining any approval or consent required by the relevant listing authority, any Dealing Restrictions or any other applicable laws or regulations (whether in the US or overseas).

7.5

Shares allotted under the Plan shall rank pari passu in all respects with the Shares of the same class for the time being in issue save as regards any rights attaching to such Shares by reference to a record date prior to the date of allotment and, in the case of a transfer of existing Shares, the transferee shall not acquire any rights attaching to such Shares by reference to a record date prior to the date of such transfer.

7.6

If and so long as the Shares are listed on the Applicable Exchange, the Company shall take such steps as necessary for the Shares allotted pursuant to the Plan to be traded on the Applicable Exchange.

8	Takeovers and Liquidation

8.1

Subject to Rule 8.4, if any person (either alone or together with any person acting in concert with them) obtains Control of the Company as a result of making:

8.1.1

a general offer to acquire the whole of the issued ordinary share capital of the Company (or such part as is not already owned by the offeror or any person acting in concert with the offeror) which is made on a condition such that if it is satisfied the person making the offer together with persons acting in concert with them, will have Control of the Company; or

8.1.2

a general offer to acquire all the shares in the Company (other than shares which are already owned by the offeror or any person acting in concert with the offeror) which are of the same class as the Shares,

any Option may be exercised immediately before and conditionally upon such change of Control or within six months thereafter.

8.2

Subject to Rule 8.4, if a Non-UK Company Reorganisation Arrangement becomes binding on stockholders is applicable to or affecting:

(a)

all the ordinary share capital of the Company or all of the shares as are of the same class as the Shares to which the Options relate; or

(b)

all the shares, or all of the shares of that same class, which are held by a class of stockholders identified otherwise than by reference to their employment or directorships or their participation in a plan that meets the requirements of Schedule 3,

then any Option may be exercised within 6 months thereafter.

8.3

Subject to Rule 8.5, if the Company passes a resolution for the voluntary winding up of the Company, any outstanding Option may be exercised within 20 days of the passing of the resolution after which, to the extent not exercised, it will lapse.

8.4

If:

8.4.1

the events referred to in rule 8.1, 8.2 or 8.3 are part of an arrangement which will mean that the Company will be under the Control of another company; and

8.4.2

the persons who owned Shares in the Company immediately before the change of Control will immediately afterwards own at least 75% of the shares in that other company; and

8.4.3

Optionholders are to be offered substitute options under Rule 9,

then Options which are not exercisable otherwise than as a consequence of those Rules may not be exercised.

8.5

The Directors may in its discretion allow Options to be exercised, in circumstances where Shares no longer meet the requirements of Schedule 3 due to events where Rules 8.1 to 8.3 apply, during the period of 20 days ending on, where Rule 8.1, 8.2 and 8.3 apply, the date of the relevant event.

8.6

Notwithstanding that as a result of an event referred to in Rules 8.1 to 8.3 Shares in the Company cease to satisfy the requirements of paragraph 18 to 22 of Schedule 3, any Shares acquired from the exercise of an Option granted under the Plan within a period of 20 days from the relevant event will be treated as Shares for the purposes of the Plan.

9	Exchange of Options on a Takeover

9.1

Notwithstanding the provisions of Rule 8, if any company (the “Acquiring Company”) obtains Control of the Company or becomes bound or entitled to acquire shares in the Company within any of the sets of circumstances specified in Rules 8.1 and 8.2, any Optionholder may at any time within the periods specified in those Rules, by agreement with the Acquiring Company, release their Option (the “Old Option”) in consideration of the grant to them of a new option (the “New Option”) which is equivalent to the Old Option (by virtue of satisfying the requirements of paragraph 39 of Schedule 3) but relates to shares in a different company (whether the Acquiring Company itself or some other company falling within paragraph (b) or (c) of paragraph 18 of Schedule 3).

9.2

Where the “New Options” are granted pursuant to Rule 9.1 they shall be regarded for the purposes of the subsequent application of the provisions of the Plan as having been granted at the time when the corresponding Old Options were granted and, with effect from the date on which the New Options are granted:

9.2.1

save for the definitions of “Participating Company” and “Group Company” in Rule 1, references to the “Company” (including the definition in Rule 1) shall be construed as being references to the Acquiring Company or such other company to whose shares the New Option relates;

9.2.2

references to “Shares” (including the definition in Rule 1) shall be construed as being references to shares in the Acquiring Company or shares in such other company to which the New Options relate but references to Participating Company shall continue to be construed as if references to the Company were references to Indivior Pharmaceuticals, Inc.;

9.2.3

the Savings Contract made in connection with the Old Option has been made in connection with the New Option; the Bonus Date in relation to the New Option was the same as in relation to the Old Option; and

9.2.4

notwithstanding the above, the scheme organiser of the Plan shall remain unchanged (as defined in paragraph 2(2) of Schedule 3).

10	Variation of Share Capital

10.1

In the event of any capitalisation (other than a scrip issue), rights issue, consolidation, subdivision, reduction or other variation of the share capital of the Company:

10.1.1

the number of Shares comprised in an Option;

10.1.2

their Exercise Price; or

10.1.3

where an Option has been exercised but no Shares have been allotted or transferred in satisfaction of such exercise, the number of Shares to be so allotted or transferred and their Exercise Price,

may be varied in such manner as the Directors shall determine provided that:

(i)

the variation or variations made under this Rule 9.2.4 must (in particular) secure:

(a)

that the total market value of the Shares which may be acquired by the exercise of the Option is immediately after the variation or variations substantially the same as what it was immediately before the variation or variations; and

(b)

that the total price at which those Shares may be acquired is immediately after the variation or variations substantially the same as what it was immediately before the variation or variations; and

(ii)

except as provided in Rules 10.2 and 10.3, no variation shall be made which would result in the Exercise Price for an allotted Share being less than its nominal value.

10.2

Any adjustment made to the Exercise Price of unissued Shares which would have the effect of reducing the Exercise Price to less than the nominal value of the Shares shall only be made if and to the extent that the Directors are authorised to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercisable exceeds the adjusted Exercise Price. The Directors may apply such sum in paying up such amount on such Shares so that on the exercise of any Option in respect of which such a reduction shall have been made, the Directors shall capitalise such sum (if any) and apply the same in paying up such amount as aforesaid.

10.3

Where an Option subsists over both issued and unissued Shares, an adjustment may be only be made under Rule 10.2 if the reduction of the Exercise Price in relation to Options over both issued and unissued Shares can be made to the same extent.

10.4

The Directors may take such steps as they consider necessary to notify Optionholders of any adjustment made under this Rule 9.2.4 and to call in, cancel, endorse, issue or re-issue any option certificate consequent upon such adjustment.

10.5

No adjustment shall take effect under Rule 9.2.4 if it would result in the requirements of Schedule 3 not being met in relation to any Option.

11	Administration

11.1

The Directors shall have power from time to time to make and vary such regulations (not being inconsistent with this Plan) for the implementation and administration of this Plan as they think fit.

11.2

The decision of the Directors shall be final and binding in all matters relating to this Plan (other than in the case of matters to be determined or confirmed by the auditors for the time being of the Company in accordance with this Plan).

11.3

The costs of establishing and administering this Plan shall be borne by the Company. However, the Company may require any Participating Company to enter into such arrangement with it as it shall deem necessary for each Participating Company to bear the costs borne by the Company directly or indirectly in respect of such participating Company’s employees.

11.4

The Company may, but shall not be obliged to, provide Eligible Employees or Optionholders with copies of any notices circulars or other documents sent to stockholders of the Company.

12	Amendments

12.1

Subject to Rules 12.2 and 12.3 the Rules may be amended in any respect by the Directors.

12.2

To the extent required by any applicable listing rules, no amendment to the advantage of Optionholders or Eligible Employees (except for an amendment which could be included in an additional section adopted under this Rule 12) can be made to the provisions in the Rules (if any) relating to:

12.2.1

who can be an Optionholder or Eligible Employee;

12.2.2

the number of Shares which can be allocated under the Plan;

12.2.3

the basis for determining an Optionholder’s entitlement to and the terms of the Shares and any adjustment in the event of a variation in the share capital of the Company as described in Rule 9.2.4; and

12.2.4

the terms of this Rule 12.2,

without the approval by ordinary resolution of the Company in general meeting, except for minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Optionholders or Eligible Employees or for a member of the Group.

12.3

No amendment of a Key Feature of the Plan shall have effect at time when the Plan is a Schedule 3 SAYE Plan and such status is intended to be maintained if it would result in the requirements of Parts 2 to 7 of Schedule 3 not being met in relation to the Plan. If such status is not to be maintained, the first sentence of this rule shall not apply. The Company shall provide such information and make such declarations to HMRC in relation to any amendment to a Key Feature as is required for the purposes of Schedule 3.

12.4

No amendment will be made under Rule 12.2 which would abrogate or materially affect adversely the existing rights of an Optionholder unless it is made with their written consent or by a resolution passed as if the Options constituted a separate class of share capital and the provisions of the Articles of Incorporation of the Company relating to class meetings (with the necessary amendments) applied to that class.

12.5

Written notice of any amendment to the Plan shall be given to all Optionholders affected thereby.

12.6

The Company can adopt additional sections of the Rules, applicable in any jurisdiction, under which Options may be subject to additional and/or modified terms and conditions, having regard to any securities, exchange control or taxation laws, which may apply to the Optionholder, the Company, any Participating Company or Associated Company. Any additional sections must conform to the basic principles of the Plan and must not enlarge to the benefit of Optionholders the limits in the Rules.

13	General

13.1

The Indivior 2024 UK Savings Related Share Option Plan was initially approved by the Remuneration Committee of the board of directors of Indivior PLC, a company registered in England and Wales, on February 21, 2024, and was initially approved by the shareholders of Indivior PLC on May 9, 2024, and was thereafter approved by the directors of Indivior PLC on September 30, 2024. This Plan (as amended and restated) was approved by the Directors on January 21, 2026 and by the Company’s stockholders on January 22, 2026. This Plan (as amended and restated) will terminate on the date of the Company’s annual general meeting in 2036.

13.2

The Company will at all times keep available sufficient authorised and unissued Shares, or shall ensure that sufficient Shares will be available, to satisfy the exercise to the full extent still possible of all subsisting Options, taking account of any other obligations of the Company to issue Shares.

13.3

Notwithstanding any other provision of this Plan:

13.3.1

this Plan shall not form part of any contract of employment between any Participating Company and any employee of any such company and the rights and obligations of any individual under the terms of their office or employment with any Group Company shall not be affected by their participation in this Plan or any right which they may have to participate in it and this Plan shall afford such an individual no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever;

13.3.2

no Optionholder shall be entitled to any compensation or damages for any loss or potential loss which they may suffer by reason of being unable to exercise an Option in consequence of the loss or termination of their office or employment with any Group Company for any reason whatsoever;

13.3.3

Participation in the Plan does not affect the rights of any Eligible Employee (whether beneficially or adversely) under any pension scheme which relates to their employment. In particular (but without limitation), the contributions payable to such a pension scheme by their employer, and the benefits provided to or in respect of any Eligible Employee under the pension scheme, are not to be increased as a result of their participation in the Plan or the benefits received by them under the Plan;

13.3.4

this Plan shall not confer on any person any legal or equitable rights (other than those constituting the Options themselves) against any Group Company directly or indirectly, or give rise to any cause of action at law or in equity against any Group Company.

13.4

Save as otherwise provided in this Plan any notice or communication to be given to any Eligible Employee or Optionholder may be:

13.4.1

delivered by electronic mail and it shall be deemed to have been received upon electronic confirmation of such delivery;

13.4.2

personally delivered or sent by ordinary post to their last known address and where a notice or communication is sent by post it shall be deemed to have been received 48 hours after the same was put into the post properly addressed and stamped; or

13.4.3

provided electronically through a website hosted by the Company or an agent of the Company, provided that the Eligible Employee or Optionholder is notified by electronic mail or ordinary post that such notice or communication has been or will be provided in this manner, and it shall be deemed to have been received on the day it is posted on the website.

Share certificates and other communications sent by post will be sent at the risk of the Eligible Employee or Optionholder concerned and neither the Company nor any of its Subsidiaries shall have any liability whatsoever to any such person in respect of any notification, document, share certificate or other communication so given, sent or made.

13.5

Any notice to be given to the Company shall be delivered or sent to the Company at its registered office, marked for the attention of the Company Secretary, and shall be effective upon receipt. The Directors may make other arrangements to receive notices.

13.6

The personal data of any Eligible Employee and of any Optionholder who holds or who has held an Option may be processed in connection with the operation of the Plan in accordance with the Group’s prevailing data protection policy and as notified to Eligible Employees in accordance with applicable data protection laws. By participating in the Plan, an Optionholder’s attention is drawn to such data protection policy. The policy does not form part of these rules and may be updated from time to time. Any such updates shall be notified to Eligible Employees and the Optionholders.

13.7

This Plan and all Options granted under it shall be governed by and construed in accordance with English law.

13.8

The English courts shall have exclusive jurisdiction in relation to all disputes arising out of or in connection with the Plan or any Option. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction.