PA103/202/AC#42993616.5
Exhibit 10.14
__________________________________________
Rules of the
Flutter Entertainment plc
2022 Supplementary Restricted Share Plan
__________________________________________
Adopted by the Remuneration Committee on 10 June 2022 and amended
by the Compensation and Human Resources Committee on (i) 13
December 2023 and (ii) with effect from 1 September 2024, on 13
November 2024.
TABLE OF CONTENTS
1
FLUTTER ENTERTAINMENT PLC
2022 SUPPLEMENTARY RESTRICTED SHARE PLAN
1.Interpretation and Purpose
1.The purpose of this Plan is to facilitate the incentivisation, recruitment and/or
retention of employees of the Company or of its Subsidiaries in markets where the
equity element of overall compensation is critical to achieving those aims and the
level of individual award cannot be facilitated under alternative Company equity
plans. Directors (including executive directors) of the Company are not eligible to
participate in this Plan.
2.In the Plan, the following expressions have the following meanings and all references
to statutes are to Irish statutes unless otherwise stated:
“Adoption Date” means the date this Plan was adopted;
“Award” means a Conditional Award or a Nil-Cost Option;
“Award Date” has the meaning specified in Rule 2;
“Award Notification” means the letter, certificate or electronic communication
issued in respect of the grant of an Award under Rule 2.4;
“Board” means the Board of Directors of the Company;
“Buy-out Award” means an Award which is being or was granted to facilitate the
recruitment of a Participant and is specified in the Eligible Employee’s offer letter as
such;
“Cash Equivalent” has the meaning specified in Rule 9;
“Clawback” means the discretion conferred on the Compensation Committee to
decide that the Vesting of an Award granted under this Plan or any other benefit
conferred under this Plan or any other incentive plan is to be reduced, repaid or
forfeited in the manner provided for in Rule 7;
“Company” means Flutter Entertainment plc registered in Ireland under No. 16956;
“Company’s Share Dealing Code” means the Company’s Group Securities Dealing
Policy and/or PDMR Securities Dealing Policy (to the extent applicable) as in force
from time to time or such other code for dealings in Shares by employees of a Group
Member as the Company may adopt from time to time;
“Compensation Committee” or “Remuneration Committee” means the
Compensation and Human Resources Committee of the Company (or its predecessor
committee by whatever name) or any duly authorised committee of the Board or a
person duly authorised by the Compensation Committee (or by its predecessor
committee by whatever name) or by any such duly authorised committee of the
Board;
“Conditional Award” means a conditional award of Shares issued in accordance
with the Rules;
“Control” has the meaning given by section 432 of Part 13, Chapter 1 of TCA 1997;
2
“Dealing Restriction” means restrictions on, or requirements for approval for,
dealings in Shares or Share derivatives imposed by statute, order or regulation or
Government directive or a listing authority or the Takeover Rules or by the
Company’s Share Dealing Code;
“DI” means depositary interests representing Shares, issued in such manner as may
be approved by the Company from time to time;
“Eligible Employee” means an employee of the Company or of any of its
Subsidiaries, and who is not a director of the Company;
“Employee Benefit Trust” means the Paddy Power Betfair plc Employee Benefit
Trust as constituted by the Trust Deed and/or any other employee benefit trust
established for the benefit of employees or former employees of any Group Member;
“Exercise Period” means the period during which a Nil-Cost Option may be
exercised which if the Participant is tax resident in Ireland at the Award Date, such
Nil-Cost Option shall not be capable of being exercised on a date which is after the
seventh anniversary of the Award Date and in all other cases, such Nil-Cost Option
shall not be capable of being exercised on date which is after the tenth anniversary of
the Award Date;
“Financial Year” means a financial year of the Company within the meaning of
section 288 of the Companies Act 2014;
“Group” means the Company, all Subsidiaries of the Company and any company
which is (within the meaning of section 8 of the Companies Act 2014) the Company’s
holding company or a Subsidiary of the Company’s holding company, and “Group
Member” means any member of the Group;
“Internal Reorganisation” means 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;
“Issue Period” means the period of 42 days commencing on:
(a)the day on which the Plan is adopted by the Remuneration Committee; or
(b)the dealing day after the day on which the Company makes an announcement
of its results for any period provided however that in the event of there being
an embargo on dealings in Shares by virtue of the Company’s Share Dealing
Code and such embargo as aforesaid having effect during any such 42 day
period, an Award may in any case be issued within the 14 day period
immediately following the day on which such embargo ceases to have effect;
“Malus” means the discretion conferred on the Compensation Committee to decide
that the Vesting of an Award granted under this Plan or any other benefit conferred
under this Plan or any other incentive plan is to be reduced, cancelled or subject to
further conditions in the manner provided for in Rule 7;
“Market Value” of a Share on any day shall be determined as follows:
(a)if at the relevant time Shares are listed on a Stock Exchange, the average over
the three trading days (on such Stock Exchange on which the Shares are
listed as is nominated for that purpose by the Compensation Committee)
3
immediately preceding such day of the mean between the highest and lowest
sale prices of a Share on each such trading day; or
(b)if paragraph (a) above does not apply, the market value of a Share on such
day as determined in accordance with section 548 TCA 1997 by the
Compensation Committee; or
(c)if paragraphs (a) and (b) above do not apply and if the Compensation
Committee considers it to be appropriate, the market value of a Share shall be
determined from the prices obtained by investors in the Company in sales by
them of Shares as is certified by the Company’s brokers;
“Nil-Cost Option” means a right to acquire Shares in accordance with the terms of
the Plan during an Exercise Period;
“Normal Vesting Date” means the date on which an Award will normally Vest,
which:
(a)in respect of an Award which is subject to a Performance Condition, will be
the later of the date on which the Compensation Committee determines that
any Performance Condition has been satisfied in accordance with Rule 3.4 or
such other date specified in the Award Notification; and
(b)in respect of an Award which is not subject to a Performance Condition, the
third anniversary of the Award Date (or such other date determined by the
Compensation Committee);
“Participant” means any person who holds an Award or following his death, his
personal representatives;
“Performance Condition” means a condition or conditions imposed under Rule 3.1
which relates to performance and upon which the Vesting of a Conditional Award
which is subject to the satisfaction of a Performance Condition is dependent;
“Performance Period” means the period by reference to which a Conditional Award
which is subject to the satisfaction of a Performance Condition will Vest which,
unless the Compensation Committee determines otherwise, will be at least three
years;
“Personal Data” has the meaning given to that term in Regulation (EU) 2016/679 of
the European Parliament and of the Council of 27 April 2016 on the protection of
natural persons with regard to the processing of personal data and on the free
movement of such data, and repealing Directive 95/46/EC (General Data Protection
Regulation) or any equivalent legislation applicable in any other jurisdiction;
“Plan” means this Flutter Entertainment plc 2022 Supplementary Restricted Share
Plan in its present form or as from time to time amended;
“Retention Restriction” has the meaning defined in Rule 6.7;
“Rules” means the Rules set out in this document;
“Share” manes a fully paid ordinary share in the capital of the Company (or any
securities representing them);
“Stock Exchange” means the London Stock Exchange, the New York Stock
Exchange or such other stock exchange (or any successor body) where the Shares are
traded as determined by the Compensation Committee;
4
“Subsidiary” has the meaning given by section 7 of the Companies Act 2014;
“Takeover Rules” means the Irish Takeover Panel Act 1997, Takeover Rules 2022,
as amended from time to time;
“Tax Liability” means any tax, levy or social security contributions liability in
connection with an Award for which the Participant is liable (or in the opinion of the
Company is believed to be liable) and for which any Group Member or former Group
Member is obliged to account to any relevant authority;
“TCA” means the Taxes Consolidation Act 1997 as amended from time to time;
“Trust Deed” means the Amended and Restated Trust Deed entered between Power
Leisure Bookmakers Limited and Apex Financial Services (Trust Company) Limited
in respect of the Paddy Power Betfair plc Employee Benefit Trust which, when taken
together with these Rules, constitutes the Plan;
“Trustee” means the trustee or trustees for the time being of any Employee Benefit
Trust; and
“Vest” means:
(a)in relation to a Conditional Award, the point at which a Participant becomes
entitled to receive the Shares; and
(b)in relation to a Nil-Cost Option, the point at which it becomes capable of
exercise;
and “Vesting” and “Vested” will be construed accordingly.
3.References in the Plan to:
(a)the Rule headings are inserted for ease of reference only and do not affect
their construction or interpretation;
(b)a reference to writing includes any mode of reproducing words in a legible
form whether in electronic or paper form;
(c)a reference to an employee shall include any person who is deemed to be an
employee of a Group Member under the laws of the jurisdiction in which
such person works;
(d)the singular include the plural and vice versa and the masculine include the
feminine;
(e)a reference to a statutory provision of an Act of the Oireachtas includes any
statutory modification, amendment or re-enactment thereof;
(f)references to writing shall be construed, unless the contrary intention appears,
as including references to printing, lithography, photography and any other
modes or representing or reproducing words in a visible form except as
provided in these Rules and/or, where it constitutes writing in electronic form
sent to the Company, the Company has agreed to its receipt in such form.
Expressions in these Rules referring to acceptance, execution or signing of
any document shall include any mode of execution whether under seal or
under hand or any mode of electronic acceptance, execution or signature as
shall be approved by the Compensation Committee. Expressions in these
Rules referring to receipt of any electronic communications shall, unless the
contrary intention appears, be limited to receipt in such manner as the
Company has approved; and
5
(g)unless the contrary intention appears, the use of the word “address” in these
Rules in relation to electronic communications includes any number or
address used for the purpose of such communications.
2.Issue of Awards
1.Subject to any Dealing Restrictions and any other applicable laws or regulations in
any jurisdiction, an Award may be issued to an Eligible Employee during an Issue
Period.
2.Notwithstanding Rule 2.1, an Award may be issued at any other time when the
Compensation Committee considers that circumstances are sufficiently exceptional to
justify it being made outside an Issue Period.
3.Subject to the provisions of these Rules, the Eligible Employees to whom Awards are
to be issued shall be determined by the Compensation Committee in its absolute
discretion. All Awards shall be issued subject to the Rules and upon such other
additional terms as the Compensation Committee may determine.
4.An Award shall be issued by the issue of an Award Notification.
5.Unless the Compensation Committee shall determine otherwise, an Award
Notification shall contain:
(a)the Award Date of the Award which shall be either the date specified on the
Award Notification (in which case such date may not be earlier than the date
the Compensation Committee shall have resolved to issue the Award) or, if
not specified, the date on which the Award Notification is executed/accepted
(the “Award Date”);
(b)the number of the Shares subject to the Award;
(c)state the Performance Conditions, if any, applicable to the Award;
(d)the date or dates on which the Award or parts of an Award may Vest and, in
the case of a Nil-Cost Option, the period or periods during which the Nil-Cost
Option or part of a Nil-Cost Option may be exercised;
(e)a statement that it is a condition of the grant that the Participant sign/accept a
copy of the Award Notification in order to bind himself contractually to any
such arrangement as is referred to in this Plan (including the application of
Malus and Clawback in respect of them) and the accepted or signed
document is received by the Company by a specified date;
(f)a statement that, until the Vesting of the Conditional Award or exercise of the
Nil-Cost Option, the Participant shall not have any rights over or in respect of
the Shares specified in the Conditional Award or the Nil-Cost Option;
(g)any Retention Restriction that shall apply to any Shares derived from the
Award; and
(h)any other conditions which the Compensation Committee shall have specified
in respect of the issue of the Award.
6.No price shall be payable by a Participant upon the grant or Vesting of an Award or
grant or exercise of a Nil-Cost Option, as the case may be.
7.No Award may be issued under the Plan after the tenth anniversary of the Adoption
Date. This shall not apply to a Nil-Cost Option which is granted on the Vesting of a
Conditional Award granted before the expiry of the tenth anniversary of the Adoption
Date.
6
3.Performance Conditions
1.Unless the Compensation Committee determines otherwise, the Vesting of Awards
will not be subject to the satisfaction of a Performance Condition.
2.When issuing any Award, the Compensation Committee may determine that
Performance Conditions shall apply to all or part of the Award and in doing so shall
specify the Performance Conditions which must be satisfied before the Award can
Vest. Subject to Rules 10 and 11, any Performance Condition will be measured over
the Performance Period.
3.Where the Award is subject to Performance Conditions and circumstances arise
which cause the Compensation Committee to consider that:
(a)a substituted or amended Performance Condition would be more appropriate
and/or the Compensation Committee considers that any Performance
Condition is no longer appropriate or fair to Eligible Employees (e.g. due to
the imposition of industry specific taxation changes including product fees);
or
(b)the level of Vesting resulting from the application of the Performance
Condition and/or any other conditions is not a fair and accurate reflection of
the performance of the Company, the Group or any Group Member(s); and/or
(c)the level of Vesting resulting from the application of the Performance
Condition and/or any other conditions is not a fair and accurate reflection of
the performance of the Participant; and/or
(d)there is any other factor or there are any other circumstances which would
make the level of Vesting resulting from the application of the Performance
Condition and/or any other conditions inappropriate without adjustment;
it may substitute, vary or waive the Performance Condition in such manner as:
(i)is reasonable in the circumstances; and
(ii)(in the case of a new Performance Condition) is neither materially more nor
less difficult to satisfy;
so that the relevant Award shall then take effect subject to the Performance Condition
as so substituted, varied or waived and/or the level of Vesting of the relevant Award
shall be thereby adjusted upwards or downwards (including for the avoidance of
doubt to nil) by the application of the Performance Condition as so substituted, varied
or waived.
4.Where the Award is subject to Performance Conditions and subject to Rules 10 and
11, the Participant shall receive all or part of the Shares which are the subject of the
Award depending on the extent to which the Compensation Committee determines
that the Performance Conditions have been satisfied in respect of such Award. The
Compensation Committee shall make such determination as soon as reasonably
practicable after the end of the Performance Period relating to a Award which is
subject to the satisfaction of a Performance Condition, To the extent that an Award
does not Vest in full, the remainder will lapse immediately.
4.Restrictions on Transfer and Bankruptcy
1.An Award shall not be capable of being transferred, charged or otherwise alienated
(except in the event of the Participant’s death, to his personal representatives),
without the prior approval, in writing, of the Compensation Committee, and shall
lapse immediately if the Participant purports to transfer, charge or otherwise alienate
7
the Award without such approval. All of the terms of this Plan shall apply to any
Award so transferred, charged or alienated.
2.An Award will lapse immediately if the Participant is declared bankrupt or enters into
a compromise with his creditors generally.
5.Dividend Equivalents
1.Prior to the Vesting of a Conditional Award or so long as a Nil-Cost Option remains
unexercised, a Participant will have no rights (including any voting rights, dividend
paid or other distributions that may be made) in respect of the Shares subject to his
Conditional Award or Nil-Cost Option.
2.Subject to Rule 5.4, upon the Vesting of an Award, or part of, in respect of Shares
sourced from the Trustee, the Participant shall be entitled to receive such number of
additional Shares, calculated by the Company (in its absolute discretion), by dividing
the amount of dividends which would have been paid on a dividend payment day in
respect of the number of Shares which are vesting in the period commencing on the
Award Date of such Award and ending on the day prior to Vesting by the price of a
Share on the Official List (or equivalent such record) of the Stock Exchange at the
close of business on the relevant dividend payment day. If there are more than one
dividend payment days in the period, the number of Shares shall be the aggregate of
such calculations (the “Dividend Shares”). The Dividend Shares shall form part of
the Award for all purposes and be subject to the terms and conditions set out in these
Rules as if they formed part of the Award ab initio. The entitlement to Dividend
Shares shall only arise upon the Vesting of the original Award of which they form
part and the Participant shall have no right or interest of any kind in respect of these
Shares unless and until the Vesting of the original Award occurs. If an Award shall
Vest in part the number of Dividend Shares the Participant shall receive shall be
reduced so that the Dividend Shares received shall bear the same proportion to the
total number of Dividend Shares as the proportion that the Award that Vests bears to
the entire Award. Upon the Vesting of an Award, or part of, in respect of Shares
sourced from the unissued share capital of the Company, the Compensation
Committee, in its absolute discretion, may determine to procure that the Board shall
allot such additional number of Shares as shall equal the entitlement to Dividend
Shares that would have been transferred to the Participant had he received an Award
or Shares sourced from the pool of Shares held by the Trustee.
3.A Participant holding a Nil-Cost Option shall be entitled to Dividend Shares on the
same basis as the holder of an Award with the calculation of the amount of his
dividend entitlement being based on the amount of dividends payable on the Shares
the subject of the Nil-Cost Option in the period commencing on the Award Date and
ending on the earliest date the relevant Nil-Cost Options could have been exercised.
4.The entitlement of a Participant to Dividend Shares under the provisions of Rule 5.2
shall not apply to Dividend Shares that may be funded from any special or
exceptional dividend payable by the Company and, in such circumstances, the
Compensation Committee shall determine, in its absolute discretion, whether or not a
Dividend Share entitlement shall arise.
5.For the avoidance of any doubt, the proceeds payable to the Trustee in respect of any
repurchase by the Company of Shares from the Paddy Power plc Employee Benefit
Trust are not within the remit of Rule 5.2.
6.Vesting and Exercise
1.Subject to Rules 8, 10 and 11, a Conditional Award will Vest;
(a)on the Normal Vesting Date; or
(b)if on the Normal Vesting Date (or on any other date on which a Award is due
to Vest under Rule 10 or 11) a Dealing Restriction applies to the Award, on
the date on which such Dealing Restriction lifts.
8
2.In relation to an Award in the form of a Conditional Award, at any time prior to the
Vesting of that Award, the Compensation Committee may determine that no Shares
shall be transferred to the Participant and if it does, it shall:
(a)grant a Nil-Cost Option which shall be exercisable in respect of such number
of Shares as is equal to the number of Shares which were the subject of the
Conditional Award, together with any additional Shares or cash to which a
Participant becomes entitled under Rule 5. If the Participant is tax resident in
Ireland at the Award Date, such Nil-Cost Option shall not be capable of being
exercised after the seventh anniversary of the Award Date. In all other cases,
such Nil-Cost Option shall not be capable of being exercised after the tenth
anniversary of the Award Date; or
(b)pay the Cash Equivalent to the Participant as provided for in Rule 9.
3.The Vesting of a Conditional Award, the exercise of a Nil-Cost Option, the transfer of
Shares and the sale of such Shares under this Plan will be subject to obtaining any
approval or consent required by any relevant authority, any Dealing Restrictions and
any other applicable laws or regulations in any jurisdiction.
4.Except as otherwise provided in Rule 10, a Conditional Award may Vest or a Nil-
Cost Option may be exercised only while the Participant is employed by a Group
Member and if he ceases to be employed by a Group Member, any Conditional
Award or Nil-Cost Option granted to him shall lapse to the extent that it has not
Vested prior to the date of such cessation.
5.Subject to Rules 8 and 9, where Shares are to be delivered to a Participant as a
consequence of the Vesting of a Conditional Award or the exercise of a Nil-Cost
Option, the Shares may be:
(a)new Shares issued by the Company and the Trustee (using funds in the
Employee Benefit Trust), the Company or the Group Member which employs
the Participant or Option Holder may fund the payment of the issue price of
such Shares (which shall not be less than the nominal value of the Shares);
(b)treasury Shares reissued for nil consideration by the Company; or
(c)existing Shares which will be transferred by the Trustee to the Participant and
the Company or another Group Member may fund the purchase of such
Shares,
and the relevant Shares shall be delivered to the Participant in such manner as the
Compensation Committee may in its discretion determine, including but not limited
to procuring the issue of DIs representing the relevant Shares to the Participant or its
nominee(s) and/or making arrangements for the relevant Shares to be held on behalf
of the Participant in any securities settlement system to which the Shares are eligible
for admission from time to time. In each case the Shares shall be delivered to the
Participant within 30 days of the Vesting of a Conditional Award or the exercise of a
Nil-Cost Option.
6.The Company may from time to time fund the Trustee as and when the Trustee
requires funds to purchase Shares in the market or otherwise.
7.The Compensation Committee, in its absolute discretion, may at any time, impose on
a Participant, as the case may be, the requirement to retain Shares derived from any
Award for such period, and on such conditions as it shall determine in its absolute
discretion, provided that in specifying the number of such Shares to be held, due
regard shall be had to the need for such Participant to discharge taxation liabilities
arising on the Vesting or exercise of any such Award or Option and provided further
that the Compensation Committee shall be entitled to impose such a requirement on
one Participant but not on another (a “Retention Restriction”).
9
7.Malus and Clawback
1.Notwithstanding any other Rule of the Plan, the Compensation Committee may, in its
absolute discretion and in circumstances in which the Compensation Committee
considers such action is appropriate, decide at any time prior to the Vesting of an
Award that the Participant to whom the Award was issued (the “Relevant
Participant”) shall be subject to Malus and may therefore decide to:
(a)reduce the number of Shares to which an Award relates;
(b)cancel an Award;
(c)impose further conditions on an Award; or
(d)delay the Vesting of the Award if the action or conduct of the Participant,
Group Member or relevant business unit is under investigation by the
Company, or the Company has been notified by a regulatory authority that an
investigation into such action or conduct has been commenced so that the
transfer of the Shares in respect of such Award will be delayed until any
action or investigation is completed.
2.The circumstances in Rule 7.1 include, but are not limited to:
(a)where there is a material restatement of the financial statements of the
Company or any of its Subsidiaries for any of the financial years ending after
the grant of such Award. The Compensation Committee will in its sole
discretion determine what constitutes a material restatement;
(b)the financial statements of the Company used in assessing the number of
Shares over which the Award was granted were misstated, or that any other
information relied on in making such assessment proves to have been
incorrect and, in any case, the Award was granted in respect of a greater
number of Shares than would have been the case had there not been such a
misstatement or reliance on incorrect information or had such error not been
made or had such event not occurred;
(c)the Compensation Committee forms the view that in assessing the extent to
which any Performance Condition and/or any other condition imposed on the
Award was satisfied such assessment was based on an error, or on inaccurate
or misleading information or assumptions and that such error, information or
assumptions resulted or would result either directly or indirectly in that
Award Vesting to a greater degree than would have been the case had that
error not been made;
(d)some or all of the Performance Conditions, which were deemed to have been
satisfied in respect of the Award have only been satisfied as a consequence of
any direct or indirect manipulation on the part of the Relevant Participant.
For the purpose of this Rule, “manipulation” means anything done, without
the knowledge of the Compensation Committee, for the Relevant
Participant’s own personal gain which is unreasonable and not done for the
benefit of the Company;
(e)the Relevant Participant is guilty of serious misconduct, gross negligence or
fraud;
(f)the Group or part of the Group (in respect of which the Relevant Participant
has performed any functions or oversight role), in the reasonable opinion of
the Compensation Committee, following consultation with the risk committee
of the Board, if applicable, suffered a material failure of risk management;
(g)any Group Member or a relevant business unit. (in respect of which the
Relevant Participant has performed any functions or oversight role), in the
10
reasonable opinion of the Compensation Committee suffered a material
corporate failure;
(h)the censure of the Company, any Group Member or a relevant business unit
by a regulatory authority or events having a significant detrimental impact (as
reasonably determined by the Compensation Committee) on the reputation of
the Company, any Group Member or a relevant business unit, where the
Compensation Committee is satisfied that the Relevant Participant was
responsible for the censure or reputational damage and that the censure or
reputational damage is attributable to them; or
(i)the Group or part of the Group (in respect of which the Relevant Participant
has performed any functions or oversight role) receives notification in writing
that it may become subject to any regulatory sanctions, where the
Compensation Committee forms the view that the conduct of the Relevant
Participant contributed to the circumstances leading to such notification.
3.Notwithstanding any other Rule of the Plan, the Compensation Committee may
decide at any time up to the second anniversary of the Vesting of an Award, that the
Relevant Participant shall be subject to Clawback if:
(a)there is a material restatement of the financial statements of the Company or
any of its Subsidiaries for any of the financial years ending after the grant of
such Award. The Compensation Committee will in its sole discretion
determine what constitutes a material restatement;
(b)the financial statements of the Company used in assessing the number of
Shares over which the Award was granted were misstated, or that any other
information relied on in making such assessment proves to have been
incorrect and, in any case, the Award was granted in respect of a greater
number of Shares than would have been the case had there not been such a
misstatement or reliance on incorrect information or had such error not been
made or had such event not occurred;
(c)the Compensation Committee forms the view that in assessing the extent to
which any Performance Condition and/or any other condition imposed on the
Award was satisfied such assessment was based on an error, or on inaccurate
or misleading information or assumptions and that such error, information or
assumptions resulted either directly or indirectly in that Award Vesting to a
greater degree than would have been the case had that error not been made;
(d)some or all of the Performance Conditions which were deemed to have been
satisfied in respect of an Award have only been satisfied as a consequence of
any direct or indirect manipulation on the part of the Relevant Participant.
For the purpose of this Rule, “manipulation” means anything done, without
the knowledge of the Compensation Committee, for the Relevant
Participant’s own personal gain which is unreasonable and not done for the
benefit of the Company;
(e)the Group or part of the Group (in respect of which the Relevant Participant
has performed any functions or oversight role), in the reasonable opinion of
the Compensation Committee, following consultation with the risk committee
of the Board, if applicable, suffered a material failure of risk management;
(f)any Group Member or a relevant business unit. (in respect of which the
Relevant Participant has performed any functions or oversight role), in the
reasonable opinion of the Compensation Committee suffered a material
corporate failure;
(g)the Relevant Participant is found guilty of or pleads guilty to a crime that is
related to or damages the business or reputation of the Company or any of its
Subsidiaries;
11
(h)the Relevant Participant is guilty of serious misconduct or gross negligence,
which causes loss or reputational damage to the Company or any of its
Subsidiaries;
(i)the censure of the Company, any Group Member or a relevant business unit
by a regulatory authority or events having a significant detrimental impact (as
reasonably determined by the Compensation Committee) on the reputation of
the Company, any Group Member or a relevant business unit, where the
Compensation Committee is satisfied that the Relevant Participant was
responsible for the censure or reputational damage and that the censure or
reputational damage is attributable to them;
(j)the Group or part of the Group (in respect of which the Relevant Participant
has performed any functions or oversight role) receives notification in writing
that it may become subject to any regulatory sanctions, where the
Compensation Committee forms the view that the conduct of the Relevant
Participant contributed to the circumstances leading to such notification; or
(k)the Relevant Participant is in breach of any applicable restrictions on
competition, solicitation or the use of confidential information (whether
arising out of the Relevant Participant’s employment contract, his termination
arrangements or any internal policies).
4.Where the Compensation Committee decides that an Award is subject to Clawback:
(a)the Compensation Committee may require the Relevant Participant to forfeit
the right to all or part of the Shares which would, but for the operation of this
Rule 7, be transferable to the Relevant Participant in respect of such Award;
and/or
(b)the Compensation Committee may reduce (including, if appropriate, reducing
to zero):
(i)the amount of the next bonus (if any) which would, but for the
operation of Rule 7.3 be payable to the Relevant Participant under
any bonus plan operated by any Group Member; and/or
(ii)the extent to which any other subsisting Awards held by the Relevant
Participant are to Vest notwithstanding the extent to which any
Performance Condition and/or any other condition imposed on such
other Awards have been satisfied; and/or
(iii)the extent to which any rights to acquire Shares (including annual
incentive deferred into Shares) granted to the Relevant Participant
under any share incentive plan (other than the Plan) operated by the
Company vest or become exercisable notwithstanding the extent to
which any conditions imposed on such rights to acquire Shares have
been satisfied; and/or
(iv)the number of Shares subject to any vested but unexercised option;
and/or
(v)the number of Shares subject to any vested but unexercised right to
acquire Shares granted to the Relevant Participant under any share
incentive plan (other than the Plan) operated by any Company in the
Group.
5.Any reduction made pursuant to Rule 7.4(b)(i) and/or Rule 7.4(b)(iii) shall take effect
immediately prior to the Conditional Award Vesting or the right vesting or becoming
exercisable (as applicable) (or at such other time as the Compensation Committee
decides) and any reduction made pursuant to Rule 7.4(b)(iv) and/or Rule 7.4(b)(v)
shall take effect at such time as the Compensation Committee decides.
12
6.Where Shares have been transferred to the Relevant Participant, the Compensation
Committee may require the Relevant Participant to transfer to the Company (or as the
Company directs) for nil consideration some or all of the Shares transferred to him
under the Award, or pay to the Company (or as the Company directs) an amount
equal to the value of those Shares (as determined by the Compensation Committee)
on such terms as the Compensation Committee may direct (including, but without
limitation to, on terms that the relevant amount is to be deducted from the Relevant
Participant’s salary or from any other payment to be made to the Relevant Participant
by any Group Member).
7.Where Rule 7.3 above applies, the amount and/or such number of Shares to be subject
to Clawback shall be such amount and/or such number of Shares as the Compensation
Committee decides is appropriate but the amount and/or such number of Shares
which is subject to the Clawback shall be limited to the net (post-tax) amount of such
value.
8.This Rule 7 may be applied in different ways for different Participants in relation to
the same or different events, or in different ways for the same relevant Participant in
relation to different Awards.
9.Without limiting Rule 16, the Relevant Participant will not be entitled to any
compensation in respect of any adjustment under this Rule 7, and the operation of
Malus or Clawback will not limit any other remedy any member of the Group may
have.
10.Where a Relevant Participant is required to return any Shares or to forfeit the right to
any Shares under this Rule 7, such Shares shall be deemed to be forfeitable shares.
11.The Compensation Committee will notify the relevant Participant of any application
of Malus or Clawback under this Rule 7.
12.Nothing in this Rule 7 shall apply to any award, option or other incentive granted
prior to the Adoption Date.
13.This Rule shall not apply after the Company is subject to a takeover or other
corporate event under Rule 11 (provided that the relevant event is not an Internal
Reorganisation).
14.The Company may adopt such other malus and clawback policy to the extent
necessary or appropriate to comply with all applicable laws, including, without
limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any
rules, regulations or listing standards promulgated thereunder and all Awards shall be
subject to such policy (whether or not such policy was in place at the time of grant of
the Award).
8.Taxation
1.A Participant will be responsible for and shall indemnify each relevant Group
Member and the Trustee against any Tax Liability relating to his Award. For the
purpose of this Rule a Group Member includes a company that was and is no longer a
Group Member. Any Group Member and/or the Trustee may withhold an amount
equal to such Tax Liability from any amounts due to the Participant (to the extent
such withholding is lawful) and/or make any other arrangements (including a loan) as
it considers appropriate to ensure recovery of such Tax Liability including, without
limitation, the sale of sufficient Shares acquired subject to the Award to realise an
amount equal to the Tax Liability.
2.Where, in relation to an Award, the Compensation Committee, the Trustee, the
Company or any Group Member (as the case may be) is liable, or is in accordance
with current practice believed by the Compensation Committee, the Trustee or the
Company to be liable, to account to any revenue or other authority for any sum in
respect of any tax or social security liability of the Participant, neither the Trustee nor
the Company, as appropriate, shall be under any obligation to acquire Shares for the
13
benefit of the Participant or transfer Shares, as appropriate, to the Participant unless
the Participant, as the case may be, has paid to the Trustee, the Company or the
Group Member (as the case may be) an amount sufficient to discharge the liability.
3.In addition, the Trustee shall have the discretion to retain sufficient of the Shares the
subject of any Award to ensure that any liability to taxation or otherwise of the
Participant or the Company or the Trustee in respect of the receipt by any such holder
of such Shares is capable of discharge.
9.Cash Equivalent
1.Subject to Rule 9.2, at any time prior to the date on which a Conditional Award has
Vested or, in the case of a Nil-Cost Option, has been exercised, the Compensation
Committee may determine that in substitution for a Participant’s right to acquire some
or all of the Shares to which his Award relates or in substitution of Dividend Shares
receivable under Rule 5, the Participant will instead receive a cash sum (the “Cash
Equivalent”). The Cash Equivalent will be equal to the Market Value of that number
of the Shares which would otherwise have been transferred and for these purposes:
(a)in the case of a Conditional Award, Market Value will be determined on the
date of Vesting;
(b)in the case of a Nil-Cost Option, Market Value will be determined on the date
of exercise; and
(c)in either case, the Cash Equivalent will be paid to the Participant as soon as
practicable after the Vesting of the Conditional Award or the exercise of the
Nil-Cost Option, net of any deductions (including but not limited to any Tax
Liability or similar liabilities) as may be required by law.
2.The Compensation Committee may determine that this Rule 9 will not apply to an
Award or any part of it.
3.In circumstances determined by the Compensation Committee, in its absolute
discretion, a request may be made to the Trustee to satisfy the obligation to transfer
Shares on Award Vesting or Nil-Cost Option exercise by the payment to the such
Participant, as the case may be, of a cash payment equal to the Cash Equivalent of the
Shares the subject of such Award.
10.Vesting in Special Circumstances
1.Notwithstanding Rule 6.4, if an Award Holder dies before the Vesting or exercise of
his Awards:
(a)all of the Shares which are the subject of any Award which is not subject to
Performance Conditions shall Vest as soon as can be reasonably arranged by
the Company following the Participant’s death, or shall be capable of being
exercised by his personal representative within twelve months following his
death;
(b)any Award which is subject to Performance Conditions may Vest as provided
in Rule 10.3 or except as the Compensation Committee shall otherwise
determine; and
(c)any Nil-Cost Option shall lapse unless exercised by his personal
representative within 12 months of the death of the Participant or if shorter,
until the expiry of the Exercise Period.
2.Notwithstanding Rule 6.4, if a Participant ceases to be employed by a Group Member
before the whole or any part of his Award Vests, by reason of:
(a)ill health, injury or disability evidenced to the satisfaction of the Company;
14
(b)redundancy (within the meaning of the Redundancy Payments Acts 1967 to
2022 or any overseas equivalent) if the Company so decides;
(c)retirement with the agreement of the Company;
(d)his office or employment being with either a company which ceases to be a
Group Member or relating to a business or part of a business which is
transferred to a person who is not a Group Member; or
(e)for any other reason, if the Compensation Committee so decides
his Award shall lapse except to the extent it is already Vested or it Vests as provided
in Rule 10.3 or except as the Compensation Committee shall otherwise determine.
3.All of the Shares which are the subject of a Buy-out Award shall Vest in full unless
the Compensation Committee otherwise determines. The number of Shares in respect
of which the Award Vests pursuant to Rule 10.1(b) or 10.2 will be determined by the
Compensation Committee and the Compensation Committee may, in its absolute
discretion, determine that the level of Vesting shall be less than 100% in order to take
into account:
(a)the extent to which any Performance Condition, if applicable, has not been
satisfied at the date of cessation of office or employment; and/or
(b)the period of time that has elapsed from the Award Date to the date of
cessation of office or employment compared to the period from the Award
Date to the Normal Vesting Date;
and to the extent that the Award does not Vest in full, the remainder will lapse
immediately. Any Award which is to Vest under this Rule 10.3 shall Vest on the
Normal Vesting Date or following successful completion of any post-cessation
restrictive covenants entered into by the Participant, whichever is the later, unless the
Compensation Committee determines that it shall Vest on an earlier date.
4.Any Nil-Cost Option which does not lapse on the cessation of employment by a
Group Member of a Participant shall lapse unless exercised within 6 months (or such
other period as determined by the Compensation Committee in its discretion) after the
later of (i) the actual date of Vesting, (ii) the date of cessation of employment with the
Group Member; and (iii) the end of any post-cessation restrictive covenants entered
into by the Participant PROVIDED however that this shall not be after the end of the
Exercise Period.
5.Notwithstanding Rule 6.4, if a Participant ceases to be employed by a Group Member
for any other reason not referred to in Rule 10.1 or 10.2:
(a)all Awards which have not Vested shall lapse on such cessation; and
(b)any Vested Nil-Cost Option shall lapse unless exercised by the Participant or
by his personal representative within a period of the earlier of the expiry of
the Exercise Period and six months after the later of (i) the date of cessation
of employment with the Group Member; and (ii) the end of any post-
cessation restrictive covenants entered into by the Participant.
6.Notwithstanding any other provision of these Rules, if it is proposed that a
Participant, while continuing to be an Eligible Employee, shall work in a country
other than the country in which he is currently working and, by reason of such change
he:
(a)suffers less favourable tax treatment in respect of his Awards; or
15
(b)becomes subject to a restriction that impedes or limits the issuance or transfer
of the Shares subject to an Award or limits or impedes his ability to hold or
deal with such Shares
his Award, at the discretion of the Compensation Committee, may (i) either Vest or
be exercised, as the case may be, in whole or in part, at such time or times as the
Compensation Committee shall determine; or (ii) be adjusted in a manner designed to
overcome in whole or in part, such treatment or restriction.
7.Notwithstanding Rule 10.2, the Compensation Committee may, at any time prior to
the date of eventual exercise, and in its absolute discretion, determine that an Award
shall lapse with immediate effect as a consequence of a breach by the Participant of
any restrictive covenants contained within his employment contract or any settlement
agreement in respect of termination of his employment or otherwise.
8.Where a Participant’s contract of employment with the Group is terminated:
(a)without notice, such employment shall be deemed to cease on the date on
which the termination takes effect;
(b)by a Group Member with a payment in lieu of notice, such employment shall
be deemed to cease on the date on which the termination takes effect and
shall not to include notice not worked;
(c)and where the said contract is terminated by notice given by a member of the
Group Member or by a Participant, such employment shall be deemed to
cease on the date on which that notice expires.
9.For the purposes of the Plan, no person will be treated as ceasing to hold office or
employment with a Group Member until that person no longer holds:
(a)an office or employment with any Group Member; or
(b)a right to return to work.
10.The Compensation Committee, in its absolute discretion, may release any Shares the
subject of a Retention Restriction after a Participant ceases to be employed for any of
the reasons set out in this Rule 10.
11.Corporate Events
1.Where any of the events described in Rule 11.2 occur, then subject to Rules 12 and
13, all Awards will Vest as provided in this Rule 11. Nil-Cost Options will remain
exercisable for 30 days from the date of the relevant event described in Rule 11.2,
after which all Nil-Cost Options will lapse.
2.The events referred to in Rule 11.1 are:
(a)General offer
If any person (either alone or together with any person acting in concert with
him):
(i)obtains Control of the Company as a result of making a general offer
to acquire Shares; or
(ii)already having Control of the Company, makes an offer to acquire all
of the Shares other than those which are already owned by him and
such offer becomes wholly unconditional.
(b)Scheme of arrangement
16
A compromise or arrangement in accordance with Chapter 1 of Part 9 of the
Companies Act 2014 for the purposes of a change of Control of the Company
is sanctioned by the Court.
(c)Winding-up
On the passing of a resolution for the voluntary winding-up or the making of
an order for the compulsory winding up of the Company.
3.A Conditional Award will Vest pursuant to Rule 11.1 taking into account all factors
which the Compensation Committee considers relevant, the extent to which any
Performance Condition has been satisfied and, unless the Compensation Committee
determines otherwise, the period of time from the Award Date to the date of the
relevant event. To the extent that a Conditional Award does not Vest, or is not
exchanged in accordance with Rule 12, it will lapse immediately.
4.If the Company is or may be affected by a merger with another company, demerger,
delisting, special dividend or other event which, in the opinion of the Compensation
Committee, may affect the current or future value of Shares:
(i)the Compensation Committee may determine that an Award will
Vest conditionally or that a Nil-Cost Option may be exercised
conditionally on the event occurring; and
(ii)if the event does not occur then the conditional Vesting or exercise
will not be effective and the Award will continue to subsist;
(iii)if a Conditional Award Vests under this Rule 11.3, it will Vest taking
into account the extent to which any Performance Condition has been
satisfied at the date of the relevant event and, unless the
Compensation Committee determines otherwise, the period of time
from the Award Date to the date of the relevant event; and
(iv)to the extent that a Conditional Award does not Vest, it will lapse
immediately.
The Compensation Committee will then also determine the period during which any
Vested Nil-Cost Option may be exercised, after which time it will lapse.
5.If the Compensation Committee determines that there would be any adverse tax
consequence if Awards were to Vest on or after an event described in this Rule 11,
then the Compensation Committee may resolve that Awards will Vest on an earlier
date.
6.Any reference to the Compensation Committee in this Rule 11 means the members of
the Compensation Committee immediately prior to the relevant event.
12.Exchange
1.A Conditional Award will not Vest or Nil-Cost Option will not become exercisable
under Rule 11.1 but will be exchanged on the terms set out in Rule 12.2 to the extent
that:
(a)an offer to exchange the Conditional Award (the “Existing Conditional
Award”) or Nil-Cost Option (the “Existing Nil-Cost Option”) is made and
accepted by a Participant;
(b)there is an Internal Reorganisation; or
(c)the Compensation Committee decides (before the event) that an Existing
Conditional Award or Existing Nil-Cost Option will be exchanged
automatically.
17
2.If Rule 12 applies, the Existing Conditional Award will not Vest or Existing Nil-Cost
Option will not become exercisable but will be exchanged in consideration of the
issue of a new award (the “New Award”) or new nil-cost option (the “New Nil-Cost
Option”) which, in the opinion of the Compensation Committee, is equivalent to the
Existing Conditional Award or Existing Nil-Cost Option, but relates to shares in a
different company (whether the acquiring company or a different company).
3.The New Award or New Option shall not be regarded for the purposes of this Rule 12
as equivalent to the Existing Conditional Award or the Existing Nil-Cost Option
unless:
(a)Save for any new condition imposed under Rule 3, the New Award or the
New Option shall Vest or be exercised, as the case may be, in the same
manner as the Existing Conditional Award or the Existing Nil-Cost Option
and subject to the same provisions of the Plan as it had effect immediately
before the release of the Existing Conditional Award or the Existing Nil-Cost
Option, as the case may be;
(b)the aggregate Market Value of the Shares which are the subject of the New
Award or the New Option is the same as the maximum possible amount
which would have been received on the Vesting of Existing Conditional
Award or the exercise of Existing Nil-Cost Option; and
(c)the total amount payable by the Participant for the acquisition of the New
Shares under the New Award or the New Option, as the case may be, is as
nearly as may be equal to the total amount that would have been payable by
the Participant for the acquisition of the Shares under the Existing
Conditional Award or the Existing Nil-Cost Option, as the case may be.
The date of grant of the New Award or New Option shall be deemed to be the same
as the Date of Grant of the Existing Conditional Award or Existing Nil-Cost Option,
as the case may be. In the application of the Plan to the New Award or the New
Option, where appropriate, references to “Company” and “Shares” shall be read as if
they were references to the company to whose shares the New Award or New Option,
as the case may be, relates and the New Shares respectively, save that in the
definition of “Compensation Committee” the reference to “Company” shall be read as
if it were a reference to Flutter Entertainment plc.
13.Lapse of Awards and Options
1.In addition to any other Rule providing for lapsing, an Award or Nil-Cost Option
shall lapse on the earliest of:
(a)subject to Rule 10, the date specified in the Award Notification for lapsing;
(b)the Compensation Committee determining that any Performance Condition
has not been satisfied in relation to the Award and can no longer be satisfied
either in whole or in part; and
(c)the date on which a resolution is passed or an order is made by the court for
the compulsory winding up of the Company.
14.Adjustments and exercise of discretion
1.The number of Shares subject to an Award may be adjusted in such manner as the
Compensation Committee determines, in the event of:
(a)any variation of the share capital of the Company; or
18
(b)a merger with another company, demerger, delisting, special dividend, rights
issue or other event which may, in the opinion of the Compensation
Committee, affect the current or future value of Shares.
2.The Compensation Committee may also adjust any Performance Condition in
accordance with Rule 3.3.
3.Any decision to exercise a discretion provided for in any of Rules 2.3, 3.3, 6.7, 7, 9.3
or 10 in respect of a Participant may be made by a person or persons duly authorised
by the Compensation Committee.
15.Amendments
1.Except as described in this Rule 15, the Compensation Committee may at any time
amend the Rules.
2.Without the prior approval of the Company in general meeting, an amendment may
not be made for the benefit of existing or future Participant to the Rules of the Plan
relating to:
(a)the persons to whom or for whom securities or other benefits are provided for
under the Plan;
(b)the limit on the number or amount or other benefits of Shares which may be
acquired under the Plan;
(c)the maximum entitlement of any one Participant under the Plan; or
(d)the basis for determining a Participant’s entitlement to, and the terms of
securities or other benefits to be provided and for the adjustment thereof (if
any) if there is a capitalisation issue, rights issue or open offer, subdivision or
consolidation of Shares or reduction or any other variation of capital;
PROVIDED HOWEVER that this Rule 15.2 shall not prohibit any amendment which
is of a minor nature and benefits the administration of the Plan or any amendment
which is necessary or desirable in order to take account of a change of any
remuneration guidelines, legislation or regulatory requirement which the
Compensation Committee reasonably considers is relevant in the context of such
change or is reasonable to obtain or maintain favourable tax, exchange control or
regulatory treatment for Participants, the Company or some other Group Member.
3.An amendment may not adversely affect the rights of an existing Participant except
where the amendment has been approved by Participants who together represent the
holders of Awards which have the majority of Shares which are the subject all
Awards outstanding at such time.
4.The Compensation Committee shall have the power to make such amendments and
alterations as are required, including the power to create new share based incentive
plans and sub plans for Eligible Employees in jurisdictions outside of Ireland, to take
account of local restrictions, taxation requirements, security laws etc or to take
advantage of taxation laws specific to the provision of share based incentive schemes
in any jurisdiction.
16.Legal Entitlement
1.This Rule 16 applies during a Participant’s employment with any Group Member and
after the termination of such employment, whether or not the termination is lawful.
2.This Rule 16 shall apply irrespective of whether the Compensation Committee has
discretion in the operation of the Plan, or whether the Company or the Compensation
19
Committee could be regarded as being subject to any obligations in the operation of
the Plan.
3.Nothing in the Plan or its operation forms part of the terms of employment of a
Participant and the rights and obligations arising from a Participant’s employment
with any Group Member are separate from, and are not affected by, his participation
in the Plan.
4.Awards will not (except as may be required by taxation law) form part of the
emoluments of any Participant or count as wages or remuneration for pension or other
purposes.
5.Nothing in the Plan or its operation will confer on any person any right to continue in
employment and neither will it affect the right of any Group Member to terminate the
employment of any person without liability at any time (with or without cause) or
impose upon the Compensation Committee or any other person any duty or liability
whatsoever in connection with:
(a)the lapsing of any Award pursuant to the Plan;
(b)the failure or refusal to exercise any discretion under the Plan; or
(c)a Participant ceasing to hold office or employment for any reason
whatsoever.
6.The issue of any Award to a Participant does not create any right for that Participant
to be issued any further Awards or to be issued Awards on any particular terms,
including the number of Shares to which Awards relate whether under this Plan or
any other Plan.
7.Participation in the Plan is permitted only on the basis that the Eligible Employee
accepts all the provisions of these Rules, including in particular this Rule 16. By
participating in the Plan, a Participant waives all rights to compensation for any loss
in relation to the Plan, including:
(a)any loss of office or employment;
(b)any loss or reduction of any rights, benefits or expectations in relation to the
Plan in any circumstances or for any reason, including lawful or unlawful
termination of the Participant’s employment;
(c)any exercise of a discretion or a decision taken in relation to an Award or to
the Plan, or any failure to exercise a discretion or take a decision;
(d)the operation, suspension, termination or amendment of the Plan.
8.Each of the provisions of each Rule of the Plan is entirely separate and independent
from each of the other provisions of each Rule. If any provision is found to be invalid
then it will be deemed never to have been part of the Rules and to the extent that it is
possible to do so, this will not affect the validity or enforceability of any of the
remaining provisions of the Rules.
9.No representation or guarantee given in respect of the future value of the Shares
which are the subject of any Awards. Each Award is made on the basis that the
Participant accepts that such value is unknown, indeterminable and cannot be
predicted with certainty. Furthermore, the issue of an Award shall in no way affect
the Company’s right to adjust, reclassify, reorganise or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or
any part of its business or assets.
10.No Group Member shall be liable for any foreign exchange rate fluctuation between
the Participant’s local currency and the euro that may affect the value of the Award or
20
of any amounts due to the Participant pursuant to the vesting of the Award or the
subsequent sale of any Shares acquired upon vesting and/or settlement
17.Data Protection
1.By accepting the grant of an Award, a Participant acknowledges that his or her
Personal Data will be processed and disclosed as follows:
(a)by the Company, the Trustee or any Group Member employing the
Participant as they are required to collect, process and utilise the personal
information or other relevant information pertaining to the Participant for
purposes directly relevant to the Award granted to the Participant, and to
disclose or transfer such information to other Group Members and, if
necessary, a third party (including any broker, registrar or administrator) for
the purpose of administering the Plan;
(b)by the Company, the Trustee, any Group Member employing the Participant
and any such third party so that they may utilise such information for the
purpose of administering the Plan, provided that such information shall be
kept confidential and shall not be used by any of them for any purposes not
related to the administration of the Plan;
(c)by the Company, the Trustee, any Group Member employing the Participant
and any such third party (any of which may be located in the European
Economic Area (“EEA”) or the UK or outside of the EEA and the UK) so
that they may transfer the personal information or other relevant information
pertaining to the Participant in the EEA/UK or outside of the EEA/UK for the
purpose of administering the Plan (in which case the transfer shall be
governed by “model contract clauses” or equivalent measures required under
European Union or UK data protection laws); and
(d)by and to any future purchaser of the Company or Subsidiary employing the
Participant, or any future purchaser of their respective undertakings or any
parts thereof, for the purpose of administering the Plan and/or confirming the
Participant’s entitlement to an Award and/or any Plan Shares where such
entitlement is relevant to such purchase.
2.By accepting the grant of an Award, a Participant acknowledges that the purposes
described in Rule 17.1 are necessary for the performance of the Plan or are otherwise
necessary for the legitimate interests of the Company, the Trustee or any Group
Member employing the Participant in connection with the administration of the Plan.
Should the Participant exercise any data subject rights in relation to his or her
personal data, such as the right of objection or erasure, the Participant acknowledges
that it may no longer be possible to administer the Plan in respect of the Participant.
In that case the Awards may lapse and shall not be capable of Vesting and the
Participant shall be deemed to have waived (without any right to compensation) any
right to Plan Shares which are being held on his behalf by the Trustee.
3.Each Participant shall be provided with the information regarding the following by
the Company, the Trustee or any Group Member employing the Participant to the
extent that they are acting as controllers of the Participant’s Personal Data (save
where the Participant already has the information):
(a)the purpose of the collection and use of the personal information or other
relevant information pertaining to the Participant;
(b)the information to be collected and used;
(c)the period and method of retention and use of the personal information or
other relevant information pertaining to the Participant;
(d)details of any third parties to whom their information is disclosed or
transferred including the purpose of such disclosure or transfer and, where
21
applicable, the safeguards applied to any transfers of data outside of the EEA/
UK;
(e)the rights of the Participant in respect of access to, rectification and deletion
of their information and any related disadvantages;
(f)where applicable, the contact details of the Data Protection Officer of the
relevant controller; and
(g)the right to complain to the relevant data protection supervisory authority.
18.General
1.The Plan will terminate upon the date stated in Rule 2.4, or at any earlier time by the
passing of a resolution by the Compensation Committee. Termination of the Plan
will be without prejudice to the existing rights of Participants.
2.The Plan will be administered by the Compensation Committee. The Compensation
Committee will have full authority, consistent with the Plan, to administer the Plan,
including authority to interpret and construe any provision of the Plan and to adopt
regulations for administering the Plan. Decisions of the Compensation Committee
will be final and binding on all parties.
3.A Participant will provide to the Company as soon as reasonably practicable such
information as the Company reasonably requests for the purposes of complying with
its obligations under sections 897 and 897B of the TCA 1997 or under any other
equivalent legislation in which the Participant is employed.
4.Any notice or other communication in connection with the Plan may be delivered
personally or sent by electronic means or post, in the case of a company to their
registered office (for the attention of the company secretary), and in the case of an
individual to his last known address, or, where he is an employee of a Group
Member, either to his last known address or to the address of the place of business at
which he performs the whole or substantially the whole of the duties of his
employment. Where a notice or other communication is given by post, it will be
deemed to have been received 48 hours after it was put into the post properly
addressed and stamped, and if by electronic means, when the sender receives
electronic confirmation of delivery or if not available, 24 hours after sending the
notice.
5.Any notice, document or other communication so sent to a Participant shall be
deemed to have been duly given notwithstanding that such Participant is then
deceased (and whether or not the Compensation Committee have notice of his death)
except where his personal representatives have established their title to the
satisfaction of the Compensation Committee and supplied to the Compensation
Committee an address to which notices, documents and other communications are to
be sent.
6.Any notice, document or other communication given to the Compensation
Committee, Trustee or the Company in connection with the Plan shall be delivered or
sent by post to the Company Secretary at the Company’s registered office or such
other address as may from time to time be notified to Participants but shall not in any
event be duly given unless it is actually received at such address.
7.The formation, existence, construction, performance, validity and all aspects
whatsoever of the Plan, any Rule of the Plan and any Award issued under the Plan
shall be governed by Irish law. The Irish courts will have jurisdiction to settle any
dispute in relation to the Plan. The jurisdiction agreement contained in this Rule is
made for the benefit of the Company only, which accordingly retains the right (i) to
bring proceedings in any other court of competent jurisdiction; or (ii) to require any
dispute to be settled in accordance with Rule 18.8. By accepting the issue of an
Award, a Participant is deemed to have agreed to submit to such jurisdiction.
22
8.All disputes in relation to the Plan may be referred by the Company to arbitration
pursuant to the provisions of the Arbitration Act 2010 (as amended) and any
Participant so affected will submit to such arbitration.
9.If in the opinion of the Compensation Committee, in its absolute discretion, a
Participant is insolvent, it can take any and all action it deems necessary in respect of
the retention, Vesting, exercise or transfer of any Conditional Award, Nil-Cost Option
or Shares represented thereof as it determines in its absolute discretion.