[Approved by resolution of the shareholders on [insert date of shareholder approval]]

Adopted by the directors on [insert date of board resolution]

Registered with HM Revenue & Customs on [insert date] under number [insert HMRC registration number]

Contents

1. Definitions

2. Invitations and applications to apply for options

3. Scaling down

4. Grant of options

5. Limitations on grants

6. Exercise and lapse of options

7. Takeovers and liquidations

8. Variation of share capital

9. Manner of exercise of options

10. Relationship with contract of employment

11. Administration and amendment

12. Personal data

13. Third party rights

14. Termination of the scheme

15. GOVERNING LAW AND Jurisdiction

1. 1. 1

      Definitions

      [Admission Date

      1. •

         is [insert date]]

      Adoption Date

      1. •

         means the date of adoption of the Scheme by the Directors;

      Appropriate Period

      1. •

         is the period determined in accordance with paragraph 38(3) of Schedule 3;

      Associated Company

      1. •

         has the meaning given in paragraph 47 of Schedule 3;

      Bonus Date

      1. •

         means the earliest date on which a bonus is payable:

         1. (a)

            under a three-year Savings Contract, following 36 monthly payments, or

         2. (b)

            under a five-year Savings Contract, following 60 monthly payments;

      Bound