IGIC International General Insurance Holdings Ltd

As filed with the Securities and Exchange Commission on August 9, 2024

Registration No. 333-238918

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1 to
Form S-8 Registration Statement (No. 333-238918)

UNDER THE SECURITIES ACT OF 1933  

 

 

International General Insurance Holdings Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman, Jordan		11194
(Address of principal executive offices)		(Zip Code)

 

IGI 2020 Omnibus Equity Plan

IGI (Global) Stock Purchase Plan

IGI (UK) Stock Purchase Plan

(Full title of the plan)

  

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711

(Name and address of agent for service)

(302) 738-6680

(Telephone number, including area code, of agent for service)

 

 

Copies to:

 

Michael A. Levitt, Esq.

Freshfields Bruckhaus Deringer US LLP

3 World Trade Center

New York, New York 10007

(212) 277-4000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

 

 

Explanatory Note

 

International General Insurance Holdings Ltd. (the “Registrant”) previously filed its Registration Statement on Form S-8 (File No. 333-238918) with the Securities and Exchange Commission (the “Commission”) on June 3, 2020 (the “Prior Registration Statement”) with respect to 4,844,730 of the Registrant’s common shares, par value $0.01 per share (the “Common Shares”), issuable under the Registrant’s 2020 Omnibus Incentive Plan (the “Omnibus Plan”) (such shares, the “Omnibus Shares”).

 

The Registrant is filing this Post-Effective Amendment No. 1 to Form S-8 pursuant to SEC Compliance and Disclosure Interpretations 126.35 and 126.43 to amend the Prior Registration Statement to register the offer of 200,000 Omnibus Shares under the Registrant’s IGI (Global) Stock Purchase Plan (the “Global Stock Purchase Plan”) and 200,000 Omnibus Shares under the Registrant’s IGI (UK) Stock Purchase Plan (the “UK Stock Purchase Plan”). These 400,000 Omnibus Shares are no longer issuable pursuant to the Omnibus Plan. For the avoidance of doubt, the Registrant is not registering any additional Common Shares that were not previously registered under the Omnibus Plan. Following the date hereof, 4,444,730 Common Shares are eligible for issuance under the Omnibus Plan, 200,000 Common Shares are eligible for issuance under the Global Stock Purchase Plan and 200,000 Common Shares are eligible for issuance under the UK Stock Purchase Plan.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents filed by the Registrant are incorporated herein by reference:

 

·

the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the Commission on April 8, 2024;

 

·

the Registrant’s Reports of Foreign Private Issuer on Form 6-K filed with the Commission on May 7, 2024 and August 6, 2024; and

 

·

the description of the Registrant’s common shares included in Exhibit 2.5 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the Commission on April 8, 2024.

 

In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (except for information deemed furnished but not filed under the rules of the Commission), prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4.

Description of Securities.

 

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.

Indemnification of Officers and Directors.

 

The Companies Act of 1981 of Bermuda, as amended (the “Companies Act”), provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. The Companies Act further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

 

The Amended and Restated Bye-laws of the Registrant provide that the directors, resident representative, secretary and other officers acting in relation to any of the affairs of the Registrant or any subsidiary thereof and the liquidator or trustees (if any) acting in relation to any of the affairs of the Registrant or any subsidiary thereof and every one of them shall be indemnified and secured harmless out of the assets of the Registrant from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable to the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Registrant shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Registrant shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, provided that this indemnity shall not extend to any matter in respect of any fraud or dishonesty in relation to the Registrant which may attach to any of the indemnified parties.

 

 

In addition, the Amended and Restated Bye-laws of the Registrant provide that it may (i) purchase and maintain insurance for the benefit of any director or officer against any liability incurred by such person under the Companies Act in his or her capacity as a director or officer of the Registrant or indemnifying such director or officer in respect of any loss arising or liability attaching to him or her by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the director or officer may be guilty in relation to the Registrant or any of its subsidiaries and (ii) advance moneys to a director or officer for the costs, charges and expenses incurred by the director or officer in defending any civil or criminal proceedings against him or her, on condition that the director or officer shall repay the advance if any allegation of fraud or dishonesty in relation to the Registrant is proved against him or her.

 

The Registrant has entered into indemnification agreements with each of its directors and executive officers.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

 

Item 7.

Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.

Exhibits.

 

Reference is made to the list of exhibits at the end of this Registration Statement, which is incorporated by reference herein.

 

Item 9.

Undertakings.

 

(a)

The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

i.

to include any prospectus required by Section 10(a)(3) of the Securities Act;

ii.

to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

iii.

to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amman, Jordan, on the 9^th day of August, 2024.

 

	International General Insurance Holdings Ltd.
	/s/ Walid Jabsheh
	Name:	Walid Jabsheh
	Title:	President and Chief Executive Officer

 

Signature		Title
/s/ Walid Jabsheh		President and Chief Executive Officer
Walid Jabsheh		(Principal Executive Officer)
/s/ Pervez Rizvi		Chief Financial Officer
Pervez Rizvi		(Principal Financial Officer)
*		Chairman
Wasef Jabsheh
*		Director
David Anthony
*		Director
Michael T. Gray
*		Director
David King
*		Director
Wanda Mwaura
*		Director
Andrew J. Poole

 

* By:	/s/ Pervez Rizvi
	Name:	Pervez Rizvi
	Title:	Attorney-in-Fact

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of International General Insurance Holdings Ltd., has signed this Registration Statement in the City of Newark, State of Delaware, on August 9, 2024.

 

	PUGLISI & ASSOCIATES
	By:	/s/ Donald J. Puglisi
		Name:	Donald J. Puglisi
		Title:	Managing Director

 

 

EXHIBITS

 

Exhibit No.		Description
3.1		Memorandum of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-4 (File No. 333-235427) filed with the SEC on December 9, 2019).
3.2		Amended and Restated Bye-Laws of the Company (incorporated by reference to Exhibit 1.2 to the Company’s shell company report on Form 20-F (File No. 001-39255) filed with the SEC on March 23, 2020).
4.1		Specimen Common Share Certificate of the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form F-4 (File No. 333-235427) filed with the SEC on February 10, 2020).
5.1*		Opinion of Conyers Dill & Pearman.
10.1		International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.26 to the Registrant’s shell company report on Form 20-F (File No. 001-39255) filed with the Commission on March 23, 2020).
10.2		Form of Restricted Shares Agreement Pursuant to the 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.27 to the Company’s shell company report on Form 20-F (File No. 001-39255) filed with the SEC on March 23, 2020).
10.3		Form of Restricted Share Unit Agreement Pursuant to the 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.28 to the Company’s shell company report on Form 20-F (File No. 001-39255) filed with the SEC on March 23, 2020).
10.4		Form of Share Appreciation Rights Agreement Pursuant to the International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s report on Form S-8 (File No. 333-238918) filed with the SEC on June 3, 2020).
10.5		Form of Nonqualified Stock Option Agreement Pursuant to the International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s report on Form S-8 (File No. 333-238918) filed with the SEC on June 3, 2020).
10.6*		IGI (Global) Stock Purchase Plan.
10.7*		IGI (UK) Stock Purchase Plan.
10.8*		Trust Deed in Relation to the IGI (UK) Stock Purchase Plan (included in Exhibit 10.7).
10.9*		Amendment No. 1 to International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan.
23.1*		Consent of Ernst & Young, LLP.
23.3*		Consent of Conyers Dill & Pearman (included in Exhibit 5.1).

 

*	Filed herewith

 

 

II-6

 

Exhibit 5.1

 

	CONYERS DILL & PEARMAN LIMITED
	Clarendon House, 2 Church Street
	Hamilton HM 11, Bermuda
	Mail: PO Box HM 666, Hamilton HM CX, Bermuda
	T +1 441 295 1422
	conyers.com

 

9 August 2024

 

Matter No.: 365838
+1 441 294 5929
Sophia.Greaves@conyers.com

 

International General Insurance Holdings Ltd. 

74 Abdel Hamid Sharaf Street 

P.O. Box 941428 

Amman 11194, Jordan

 

Dear Sirs

 

Re: International General Insurance Holdings Ltd. (the “Company”)

 

We have acted as special Bermuda legal counsel to the Company in connection with a post-effective amendment no. 1 (the “Form S-8 Amendment”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) to the registration statement on form S-8 (Registration No. 333-238918) (the “Original S-8”) originally filed with the Securities and Exchange Commission (the “Commission”) on June 3, 2020 relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 4,844,730 common shares of the Company of par value US$0.01 each (the “Common Shares”) issuable pursuant to the International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan (such plan, the “2020 Omnibus Incentive Plan”). The Form S-8 Amendment amends the Original S-8 to register the offer of 200,000 Common Shares under the Company’s IGI (Global) Stock Purchase Plan (the “Global Plan”), and 200,000 Common Shares under the Company’s IGI (UK) Stock Purchase Plan (the “UK Plan” and together with the Global Plan, the “Plans”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), such Common Shares having originally been authorised for issuance under the 2020 Omnibus Incentive Plan.

 

 

1.

DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined electronic copies of the following documents:

 

1.1.

the Form S-8 Amendment;

 

1.2.

the 2020 Omnibus Incentive Plan; and

 

1.3.

the Plans.

 

We have also reviewed:

 

1.4.

copies of the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 8 August 2024;

 

1.5.

copies of unanimous written resolutions of the directors of the Company dated 9 August 2024 (together, the “Resolutions”); and

 

1.6.

such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2.

ASSUMPTIONS

 

We have assumed:

 

2.1.

the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken;

 

2.2.

that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

 

2.3.

the accuracy and completeness of all factual representations made in the Registration Statement, the Plans and other documents reviewed by us;

 

2.4.

that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;

 

2.5.

that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein;

 

2.6.

the validity and binding effect under the laws of England and Wales of the Plans in accordance with their respective terms;

 

2.7.

that there is no provision of any award agreement which would have any implication in relation to the opinions expressed herein;

 

 

2.8.

that, upon the issue of any Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

 

2.9.

that the aggregate number of Common Shares that may be issued with respect to Awards (as defined in the Plans), which may be granted under the Plans shall be in accordance with section 4.1 of the UK Plan and section 3.1 of the Global Plan;

 

2.10.

that on the date of issuance of any of the Common Shares the Company will have sufficient authorised but unissued common shares; and

 

2.11.

that the Common Shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, as amended, and the consent to the issue and free transfer of the Common Shares given by the Bermuda Monetary Authority dated 28 January 2020 will not have been revoked or amended at the time of issuance of any Common Shares.

 

3.

QUALIFICATIONS

 

3.1.

We express no opinion with respect to the issuance of Common Shares pursuant to any provisions of the Plans that purport to obligate the Company to issue Common Shares following the commencement of a winding up or liquidation.

 

3.2.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.

 

3.3.

This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.

 

3.4.

This opinion is issued solely for the purposes of the filing of the Form S-8 Amendment and the issuance of the Common Shares by the Company pursuant to the Plans and is not to be relied upon in respect of any other matter.

 

4.

OPINION

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1.

The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority under the Companies Act 1981, or to pay any Bermuda government fee or tax, which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

 

4.2.

When issued and paid for in accordance with the terms of the Plans, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such Common Shares).

 

We consent to the filing of this opinion as an exhibit to the Form S-8 Amendment. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully,
/s/ Conyers Dill & Pearman Limited
Conyers Dill & Pearman Limited

 

 

Exhibit 10.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TERMS AND CONDITIONS

 

OF THE

 

IGI (GLOBAL) sTOCK pURCHASE PLAN

 

Board adoption:

[date]

 

 

 

 

 

 

 

 

 

 

 

 

 

Table of Contents

 

1.	Meaning of words used	1
2.	Eligible Employees	3
3.	Share limitation	4
4.	Invitations and operation	4
5.	Free Share Awards	5
6.	Partnership Share Awards	6
7.	Matching Share Awards	8
8.	Evergreen Awards	10
9.	Vesting of Free Share Awards and Matching Share Awards	10
10.	Settlement of Free Share Awards and Matching Share Awards	11
11.	Plan Shares	12
12.	Leaving	13
13.	Mobile Participants	14
14.	Corporate events	14
15.	Exchange of Awards	15
16.	Variations in share capital	16
17.	Tax	17
18.	Terms of employment	17
19.	General	18
20.	Administration	20
21.	Changing these Terms and Conditions and termination	21
22.	Governing law and jurisdiction	22

 

 

IGI (Global) Stock Purchase Plan
Terms and Conditions

 

1.

Meaning of words used

 

1.1

General

 

In these conditions:

 

“Award Date” means the date on which an Award is granted;

 

“Award Frequency” means, for the purposes of an Evergreen Award, the frequency by which new Award Periods will begin;

 

“Award Period” means, for the purposes of an Evergreen Award, the time between the Award Date and the Expected Vesting Date (or the final Purchase Date of the Partnership Share Award if an Evergreen Award does not include a Matching Share Award);

 

“Award” means a Free Share Award, a Partnership Share Award a Matching Share Award, or a Phantom Award;

 

“Board” means the board of directors of the Company or a committee duly authorised by it. For the purposes of conditions 14 (Corporate events) and 15 (Exchange of Awards), it means those persons who were members of the Board immediately before the relevant event;

 

“Business Day” means a day on which the NASDAQ (or, if the Board decides, any other stock exchange on which the Shares are traded) is open for the transaction of business;

 

“Company” means International General Insurance Holdings Ltd., incorporated under the laws of Bermuda with registration number 55038;

 

“Contribution” means a deduction from a Participant’s salary (or other method of payment agreed by the Board) for the purposes of acquiring Partnership Shares;

 

“Control” means the power of a person to secure by means of the holding of shares or the possession of voting power or by virtue of any powers conferred by any articles of association or other equivalent document, that the affairs of a body corporate are conducted in accordance with the wishes of that person;

 

“Dealing Restrictions” means any internal or external restrictions on dealings or transactions in securities;

 

“Dividend Equivalent” means a right to receive an additional amount, as set out in condition 10.4 (Dividend Equivalents);

 

“Eligible Employee” means any Employee who meets the requirements of condition 2.1 (Eligibility);

 

“Employee” means any employee (including an employed executive director) of any Member of the Group and, for the purposes of condition 18 (Terms of employment), it includes a former employee;

 

“Evergreen Award” means a Partnership Share Award and any related Matching Share Award that are subject to condition 8 (Evergreen Awards);

 

“Expected Vesting Date” means the date the Board decides under conditions 5.2 (Terms of Free Share Awards) or 7.3 (Terms of Matching Share Awards);

 

 

“Free Share Agreement” means an agreement in respect of a Free Share Award as described at condition 5.4 (Free Share Agreements);

 

“Free Share Award” means a conditional right to acquire Shares granted under these Terms and Conditions;

 

“Good Leaver Reason” means:

 

(i)

death;

 

(ii)

ill-health, injury or disability (evidenced to the satisfaction of the Board);

 

(iii)

retirement by agreement with the Participant’s employing company;

 

(iv)

redundancy by agreement with the Participant’s employing company;

 

(v)

the Participant’s employing company ceasing to be a Member of the Group;

 

(vi)

the business or part of the business that employs the Participant being transferred outside of the Group; or

 

(vii)

any other reason, at the discretion of the Board;

 

“Group” means the Company and any company that is a subsidiary of the Company over which the Compay has Control, and “Member of the Group” will be understood accordingly;

 

“Lapse” means:

 

(i)

in relation to a Partnership Share Award, the Participant no longer being entitled to purchase further Partnership Shares under the Award; and

 

(ii)

in relation to a Free Share Award or a Matching Share Award, the Participant losing the right to receive some or all of the Shares or cash comprised in the Award;

 

“Leaves” means ceasing to be an employee (and ceasing to be a director) of all Members of the Group and “Leaving” and “Left” will be understood accordingly;

 

“Market Value” on any day means the market value of a Share as decided by the Board;

 

“Matching Ratio” means the ratio the Board decides under condition 7.3 (Terms of Matching Share Awards);

 

“Matching Share Award” means a conditional right to acquire Shares granted under these Terms and Conditions in connection with a Partnership Share Award;

 

“Nominee” means the nominee appointed by the Board to hold Plan Shares on behalf of Participants for the purposes of these Terms and Conditions;

 

“Participant” means a person who is holding or has held an Award or, after death, that person’s personal representatives;

 

“Partnership Share Agreement” means an agreement in respect of a Partnership Share Award (and, if relevant, a Matching Share Award) as described at condition 6.3 (Partnership Share Agreements) and condition 7.3 (Terms of Awards);

 

“Partnership Share Award” means a right to buy Partnership Shares granted under these Terms and Conditions;

 

“Partnership Shares” means Shares acquired on behalf of a Participant in accordance with a Partnership Share Award;

 

 

“Performance Conditions” means any performance conditions imposed under condition 5.3 (Performance Conditions);

 

“Performance Period” means the period in respect of which any Performance Conditions are to be satisfied;

 

“Phantom Award” means a conditional right granted under these Terms and Conditions to receive a cash sum linked to the value of a number of Shares;

 

“Plan Shares” means Shares acquired by a Participant:

 

(i)

as Partnership Shares;

 

(ii)

as a consequence of the Vesting of a Free Share Award or Matching Share Award; and

 

(iii)

by virtue of the reinvestment of dividends paid on other Plan Shares;

 

“Plan” means the 2020 Omnibus Incentive Plan, as amended from time to time;

 

“Purchase Date” means the date on which Partnership Shares are purchased on behalf of a Participant;

 

“Share” means a common share of US$0.01 in the capital of the Company;

 

“Tax” means any tax and social security charges (and/or any similar charges), wherever arising, in respect of a Participant’s Award or otherwise arising in connection with that Participant’s participation in these Terms and Conditions;

 

“Terms and Conditions” means the terms and conditions constituted by these conditions and known as the IGI (Global) Stock Purchase Plan, as amended from time to time, which shall, for the avoidance of doubt, constitues an “additional compensation arrangement” as contemplated by Section 14.2 of the Plan; and

 

“Vesting” means:

 

(i)

in relation to a Free Share Award or a Matching Share Award, the Participant becoming entitled to the Shares subject to the Award; and

 

(ii)

in relation to a Phantom Award, a Participant becoming entitled to the cash sum,

 

and “Vest” and “Vested” will be understood accordingly.

 

1.2

Interpretation

 

In these Terms and Conditions, the singular includes the plural and the plural includes the singular. References to any enactment or statutory requirement will be understood as references to that enactment or requirement as amended or re-enacted and they include any subordinate legislation made under it.

 

2.

Eligible Employees

 

2.1

Eligibility

 

The Company has established these Terms and Conditions to provide benefits to Eligible Employees (defined below) and Participants in the form of Awards and/or Shares to give them a continuing stake in the Company. The Board may only grant an Award to someone who is an Employee at the Award Date and is not on notice to terminate their employment within the Group (an “Eligible Employee”). Any issuance or acquisition of Shares by an Eligible Employee or Participant shall be issued fully paid in consideration for the relevant Eligible Employee’s services to the Company.

 

 

3.

Share limitation

 

3.1

Limit

 

The aggregate number of Shares that may be issued with respect to Awards which may be granted hereunder shall not exceed 200,000 Shares (subject to any increase or decrease pursuant to condition 16.2 (Adjustments to Awards)), which may be either authorised and unissued Shares or Shares held in or acquired for the treasury of the Company or both.

 

4.

Invitations and operation

 

4.1

Operation

 

The Board has discretion to decide whether these Terms and Conditions will be operated. When these Terms and Conditions are operated, the Board may invite all Eligible Employees to participate, or any of them.

 

4.2

Award type

 

The Board may issue invitations to Eligible Employees to participate in:

 

4.2.1

Free Share Awards;

 

4.2.2

Partnership Share Awards; and

 

4.2.3

if Partnership Share Awards are to be granted, Matching Share Awards.

 

4.3

Timing of invitations

 

Subject to any Dealing Restrictions, invitations under these Terms and Conditions may be issued at any time.

 

4.4

Administrative errors

 

If the Board grants an Award:

 

4.4.1

in error, it will be deemed never to have been granted and/or will immediately Lapse; and/or

 

4.4.2

which is inconsistent with any provisions in these Terms and Conditions, it will take effect only to the extent permissible under these Terms and Conditions and will otherwise be deemed never to have been granted and/or will immediately Lapse.

 

4.5

Nominee

 

Plan Shares will be held by the Nominee on behalf of the Participants. The Board may make the grant of Awards subject to the condition that Participants enter into a nominee agreement with the Nominee.

 

Plan Shares and any cash held by the Nominee on behalf of Participants will be subject to the terms and conditions of any nominee agreement.

 

4.6

Phantom Awards

 

A Phantom Award will not confer any right to receive Shares or any interest in Shares. These Terms and Conditions will be interpreted and applied to reflect the fact that Phantom Awards are settled in cash rather than Shares.

 

 

Free Share Awards, Partnership Share Awards and Matching Share Awards may all be granted as Phantom Awards, and these Terms and Conditions will be interpreted accordingly.

 

5.

Free Share Awards

 

5.1

Meaning of “Award”

 

For the purposes of this condition 5 (Free Share Awards), references to “Awards” means Free Share Awards.

 

5.2

Terms of Awards

 

Where there is an invitation to participate in an Award, the Board will approve the terms of the Award, including:

 

5.2.1

the Award Date;

 

5.2.2

the number of Shares subject to the Award or the basis for calculating the number of Shares;

 

5.2.3

the Expected Vesting Date;

 

5.2.4

if the Award is subject to any Performance Conditions, details of those Performance Conditions and the applicable Performance Period;

 

5.2.5

whether Dividend Equivalents will apply; and

 

5.2.6

whether the Participant may be required to enter into any election for a particular tax and/or social security treatment in respect of an Award and/or any Shares and any consequences of failing to make the election.

 

5.3

Performance Conditions

 

5.3.1

The Board may make Vesting of an Award conditional on the satisfaction of one or more performance conditions (“Performance Conditions”).

 

5.3.2

The Board may change or waive a Performance Condition in accordance with its terms or if anything happens that causes the Board to reasonably consider it appropriate to do so. A changed Performance Condition will not be materially less or more difficult to satisfy than the original condition was intended to be at the Award Date.

 

5.3.3

The Board will notify any relevant Participant as soon as practicable after any change or waiver of a Performance Condition.

 

5.4

Free Share Agreements

 

5.4.1

As a condition of participating in an Award, the Board will decide either that:

 

(i)

the Eligible Employee must agree to the Award by completing and accepting a Free Share Agreement by a specified date (which must be prior to the Award Date but at least 14 days after the date the Free Share Agreement is issued); or

 

(ii)

the Eligible Employee will be deemed to have agreed to the Award on the terms of a Free Share Agreement unless the Eligible Employee opts out in the manner and by the date specified (which must be prior to the Award Date but at least 25 days after the date the Free Share Agreement is issued).

 

 

5.4.2

The terms of a Free Share Agreement will:

 

(i)

ensure that the Participant accepts the Award subject to the Terms and Conditions;

 

(ii)

permit the Nomiee to hold any Shares which Vest under the Award; and

 

(iii)

ensure that any Shares which Vest under the Award are subject to condition 17.1 (Withholding).

 

6.

Partnership Share Awards

 

6.1

Meaning of “Award”

 

For the purposes of this condition 6 (Partnership Share Awards), references to “Awards” means Partnership Share Awards.

 

6.2

Terms of Awards

 

Where there is an invitation to participate in an Award, the Board will approve the terms of the Award, including:

 

6.2.1

the number and frequency of Contributions to be made under the Award;

 

6.2.2

the date on which Contributions will start;

 

6.2.3

the maximum and minimum amount per Contribution;

 

6.2.4

any limit on Partnership Shares under condition 6.4 (Limit on Partnership Shares);

 

6.2.5

the Purchase Date(s) or the basis on which the Purchase Date(s) will be determined;

 

6.2.6

where the Board decides that the Award will be an Evergreen Award, the Award Frequency and the Award Period; and

 

6.2.7

whether the Participant may be required to enter into any election for a particular tax and/or social security treatment in respect of an Award and/or any Shares and any consequences of failing to make it.

 

6.3

Partnership Share Agreements

 

6.3.1

As a condition of participating in an Award, the Eligible Employee must agree to the Award by completing and accepting a Partnership Share Agreement by a specified date (which must be prior to the Award Date but at least 28 days after the date the Partnership Share Agreement is issued).

 

6.3.2

The terms of a Partnerhsip Share Agreement will:

 

(i)

specify the amount of each Contribution chosen by the Participant;

 

(ii)

authorise Contributions to be deducted from the Participant’s salary (or agree to another method of payment agreed by the Board);

 

(iii)

ensure that the Participant accepts the Award subject to the Terms and Conditions;

 

(iv)

permit the Nomiee to hold any Partnership Shares acquired under the Award; and

 

(v)

ensure that any Partnership Shares under the Award are subject to condition 17.1 (Withholding).

 

 

6.4

Limit on Partnership Shares

 

6.4.1

The Board may limit the number of Partnership Shares which may be bought under Awards granted on any occasion.

 

6.4.2

If the Company receives applications for Partnership Shares that exceed the limit, or it becomes clear once Contributions have been made that the limit will be exceeded, the number of Partnership Shares received by each Participant will be proportionately reduced. Each Participant will be notified of the change, each Partnership Share Agreement will be deemed to be modified or withdrawn accordingly and any excess Contributions already made will be returned to the Participant.

 

6.5

Holding Contributions

 

Contributions will be held in a non-interest bearing account until they are used to purchase Partnership Shares on the Participant’s behalf or are returned to the Participant.

 

6.6

Purchase of Partnership Shares

 

6.6.1

On each Purchase Date, the Board will arrange for the aggregate amount of Contributions made by the Participants to be applied in purchasing Partnership Shares on behalf of Participants.

 

6.6.2

The number of Partnership Shares that will be purchased on behalf of each Participant will be determined by reference to that Participant’s Contributions and the Market Value of a Share on the Purchase Date.

 

6.6.3

Fractions of Shares may not be purchased on behalf of Participants.

 

6.6.4

The Board may carry forward and add to the next Contribution any excess not used to purchase Partnership Shares on any Purchase Date. Alternatively, the Board may pay the excess to the Participant as soon as practicable.

 

6.7

Dealing Restrictions

 

If purchasing Partnership Shares would be prohibited by Dealing Restrictions, the purchase will not occur until after the Dealing Restrictions cease to apply, unless the Board decides otherwise.

 

6.8

Varying Contributions

 

6.8.1

The Board may, at any time, change the maximum and minimum amount of each Contribution not yet made under an Award and notify affected Participants accordingly. Any Contribution still to be made greater than the new maximum or less than the new minimum will be deemed to be modified accordingly.

 

6.8.2

The Board may permit Participants to vary the amount of the remaining Contributions to be made under an Award by giving notice to the Company. Any variation (within the maximum and minimum specified by the Board) will take effect 30 days following receipt of the notice or on such earlier date as the Board decides.

 

6.9

Stopping Contributions

 

6.9.1

A Participant may, at any time, stop making further Contributions under an Award by giving notice to the Company. The notice will take effect 30 days following receipt or on another date agreed with the Company.

 

 

6.9.2

The Board may, at any time, decide that Contributions under an Award will stop and will give notice to affected Participants. The notice will take effect 30 days after being sent or on another date specified in the notice.

 

6.9.3

Contributions already made prior to the notice taking effect will be used to purchase Partnership Shares.

 

6.9.4

The Board may permit the Participant to restart Contributions. A Participant who restarts Contributions in accordance with this condition:

 

(i)

may not make up any Contributions that have been missed while the Contributions were stopped; and

 

(ii)

may not restart Contributions more than once for an Award (or Award Period for an Evergreen Award),

 

unless the Board decides otherwise.

 

6.10

Withdrawing from the Award

 

6.10.1

A Participant may, at any time, withdraw from an Award by giving notice to the Company. The notice will take effect 30 days following receipt or on another date agreed with the Company.

 

6.10.2

Prior to the notice taking effect, Contributions already made will be used to purchase Partnership Shares.

 

6.10.3

On the notice taking effect:

 

(i)

no further Contributions will be made;

 

(ii)

as soon as practicable, any Contributions still held in cash will be paid to the Participant; and

 

(iii)

the Award will Lapse.

 

6.11

Contributions in error

 

If the amount of any Contribution made is in error, any Member of the Group and/or the Nominee may take such action as the Board may direct to correct the error.

 

6.12

Phantom Award

 

Where an Award is granted as a Phantom Award, Contributions will be retained by the Company and the Participant will acquire a right to cash instead of Shares.

 

7.

Matching Share Awards

 

7.1

Meaning of “Award”

 

For the purposes of this condition 7 (Matching Share Awards), references to “Awards” means Matching Share Awards.

 

 

7.2

Invitations

 

Where there is an invitation to participate in a Partnership Share Award, the Board may also decide to grant an Award linked to that Partnership Share Award. The invitation will state if Awards will be granted.

 

7.3

Terms of Awards

 

The Board will approve the terms of an Award, which will be set out in the Partnership Share Agreement, including:

 

7.3.1

the Matching Ratio;

 

7.3.2

the Expected Vesting Date;

 

7.3.3

whether Dividend Equivalents will apply; and

 

7.3.4

whether the Participant may be required to enter into any election for a particular tax and/or social security treatment in respect of an Award and/or any Shares and any consequences of failing to make the election.

 

7.4

Grant of Matching Share Awards

 

The Board will grant Awards in the same way and on the same Award Date as the Partnership Share Awards to which they relate.

 

7.5

Matching Ratio

 

The Board may alter the Matching Ratio at any time. The Board must give notice of any change to all affected Participants as soon as practicable (and, in any event, before Partnership Shares are purchased under the varied terms).

 

7.6

Lapse of Matching Share Awards

 

An Award will Lapse on the date:

 

7.6.1

the Participant withdraws from the related Partnership Share Award in accordance with condition 6.10 (Withdrawing from the Award); or

 

7.6.2

the Participant directs the Nominee, prior to the Expected Vesting Date, to sell or transfer any Partnership Shares purchased under the related Partnership Share Award.

 

If the Award is an Evergreen Award, a Lapse under condition 7.6.2 relates only to the Award for the relevant Award Period.

 

7.7

Number of Shares that will Vest

 

The number of Shares subject to an Award that will Vest is equal to the aggregate number of Partnership Shares purchased under the related Partnership Share Award that continue to be held by the Nominee on behalf of the Participant on the Expected Vesting Date, multiplied by the Matching Ratio of the Matching Share Award. If the Matching Ratio has changed between Purchase Dates, the calculation will be applied to account for the different Matching Ratios.

 

If the Award is an Evergreen Award, the number of Shares that will Vest relates to the Partnership Shares purchased under the Award Period of the related Partnership Share Award.

 

 

8.

Evergreen Awards

 

8.1

Evergreen Awards

 

The Board may decide that a Partnership Share Award and any related Matching Share Award will be an Evergreen Award.

 

8.2

Award cycles

 

Where an Award is an Evergreen Award, the Award will operate in Award cycles, so that new Award Periods will run at the Award Frequency. Award Periods may overlap and a new Award Period will:

 

8.2.1

apply to each Participant who has not Left or withdrawn from the Partnership Share Award under condition 6.10 (Withdrawing from the Award) prior to the start of the new Award Period; and

 

8.2.2

apply on the same basis as the most recent Award Period to have started, with the following variations:

 

(i)

the Expected Vesting Date (if relevant) and each Purchase Date in the new Award Period will be advanced by the Award Frequency;

 

(ii)

the amount of each Contribution will be the most recent amount made under the latest Award Period;

 

(iii)

the Matching Ratio (if relevant) will be the most recent ratio under the latest Award Period; and

 

(iv)

the Board may, prior to the start of the new Award Period, change any term of the Awards by giving notice to the Participants.

 

8.3

New Participants

 

Prior to the start of a new Award Period, Employees who are not Participants in an Evergreen Award may be invited to participate in an Evergreen Award on the same terms as the existing Participants.

 

Invitations will be made in accordance with condition 6 (Partnership Share Awards) and condition 7 (Matching Share Awards) (if relevant).

 

8.4

Award cancellation

 

The Board may decide at any time to cancel the operation of Evergreen Awards, which will mean that no new Award Periods will start. This will not affect any Award Periods already in existence. The Board will notify all affected Participants as soon as practicable.

 

9.

Vesting of Free Share Awards and Matching Share Awards

 

9.1

Timing of Vesting

 

Free Share Awards will Vest on the latest of:

 

9.1.1

the Expected Vesting Date; and

 

9.1.2

the date it is decided that any Performance Conditions are satisfied.

 

Matching Share Awards will Vest on the Expected Vesting Date.

 

 

9.2

Extent of Vesting

 

A Free Share Award will Vest to the extent that the Board decides that any Performance Conditions are satisfied.

 

To the extent a Free Share Award or a Matching Share Award or any part of it is no longer capable of Vesting, it will Lapse. To the extent the Award Lapses, it cannot Vest under any other provision of these Terms and Conditions.

 

9.3

Vesting – Impact of Dealing Restrictions

 

Where a Free Share Award or a Matching Share Award would otherwise Vest at a time when Dealing Restrictions would prohibit:

 

9.3.1

delivering or arranging delivery of Shares or cash; and/or

 

9.3.2

the Participant from selling Shares, if required to discharge Tax,

 

the Award will not Vest until the Dealing Restrictions cease to apply, unless the Board decides otherwise.

 

9.4

Fractions

 

Where a Free Share Award or a Matching Share Award would otherwise Vest over a fraction of a Share, the number of Shares that will Vest will be rounded up to the nearest whole Share.

 

10.

Settlement of Free Share Awards and Matching Share Awards

 

10.1

Meaning of “Award”

 

For the purposes of this condition 10 (Settlement of Free Share Awards and Matching Share Awards), references to “Awards” means Free Share Awards and Matching Share Awards.

 

10.2

Cash alternative

 

The Board may choose (whether at the time of grant or any other time before settlement) to settle any Award partly or fully in cash. The Participant will have no right to acquire the Shares in respect of which an Award has been settled in cash.

 

10.3

Delivery of Shares or cash

 

If an Award Vests, the Board will arrange for the issuance or transfer of Shares or cash as soon as practicable after Vesting. Shares will be issued or transferred to the Nominee on behalf of the Participant, unless the Board decides otherwise.

 

10.4

Dividend Equivalents

 

10.4.1

Where an Award includes Dividend Equivalents, the Participant will receive:

 

(i)

for Free Share Awards, an amount equal to the dividends, the record date for which falls between the Award Date and Vesting, multiplied by the number of Shares in respect of which the Free Share Award Vests; or

 

(ii)

for Matching Share Awards, an amount equal to the dividends, the record date for which falls between the Award Date and Vesting, multiplied by the number of Shares subject to the Matching Share Award at the record date in respect of which the Matching Share Award Vests.

 

 

10.4.2

Dividend Equivalents will be calculated on such basis as the Board decides. Special dividends will not be included, unless the Board decides otherwise.

 

10.4.3

Any Dividend Equivalents may be paid in cash or in such whole number of Shares (rounded down) that has an aggregate Market Value at Vesting which is closest to that amount. Dividend Equivalents will be paid on the same date and the same terms as the related Award.

 

10.5

Dealing Restrictions

 

If delivering or arranging delivery of Shares or cash would be prohibited by Dealing Restrictions, delivery will not occur until after the Dealing Restrictions cease to apply, unless the Board decides otherwise.

 

10.6

Share transfer tax

 

The Company will arrange payment of any share transfer taxes on settlement of any Award.

 

11.

Plan Shares

 

11.1

Dividends

 

11.1.1

Any dividends paid in respect of Plan Shares held by the Nominee will be applied in purchasing further Plan Shares, unless the Board decides otherwise.

 

11.1.2

The number of Plan Shares to be purchased on behalf of each Participant will be determined by reference to the amount of dividend to which the Participant is entitled and the Market Value of a Share on the relevant date.

 

11.1.3

Fractions of Plan Shares may not be purchased on behalf of Participants.

 

11.1.4

The Company may carry forward and add to the next dividend any excess not used to purchase further Plan Shares. Alternatively, the Company may pay the excess to the Participant as soon as practicable.

 

11.1.5

If the Board decides that dividends will not be reinvested (in whole or in part), amounts not reinvested will be paid to the relevant Participants.

 

11.2

Shareholder rights

 

Shares issued in connection with these Terms and Conditions will rank equally in all respects with the Shares in issue as of that date.

 

Participants will only be entitled to rights attaching to Shares pursuant to the Company’s bye-laws from the date of the allotment or transfer to them.

 

11.3

Withdrawing Plan Shares

 

A Participant may instruct the Nominee to sell or transfer the Participant’s Plan Shares at any time.

 

Notional Plan Shares will be settled in cash on the basis of the Market Value of a Share on the date of such instruction.

 

 

12.

Leaving

 

12.1

Leaving – general

 

When a Participant Leaves, and after all outstanding Free Share Awards and Matching Share Awards have either Lapsed or Vested, the Nominee will arrange for:

 

12.1.1

any Plan Shares held by the Nominee on the Participant’s behalf to be sold or transferred, in accordance with the Participant’s instructions, subject to the Company’s bye-laws; and

 

12.1.2

any sales proceeds and other cash held by the Nominee on the Participant’s behalf to be transferred to the Participant, or otherwise paid in accordance with the Participant’s instructions,

 

as soon as practicable.

 

If a Participant does not give the Nominee instructions in relation to the Plan Shares within 90 days of being requested to do so, the Nominee will sell the Plan Shares on the Participant’s behalf.

 

The Nominee will not be required to transfer cash amounts with a value of less than $5 to Participants who have Left.

 

12.2

Leaving – Partnership Share Awards

 

Where a Participant who holds a Partnership Share Award Leaves, the Award will Lapse 30 days following the date of Leaving. Contributions made before the Award Lapses will be used to purchase Partnership Shares prior to Lapse, where possible, unless the Board decides otherwise.

 

12.3

Leaving before Vesting – Free Share Awards and Matching Share Awards

 

12.3.1

Where a Participant who holds a Free Share Award and/or Matching Share Award Leaves before Vesting, the Award will Lapse on the date the Participant Leaves, unless other provisions of this condition 12 (Leaving) apply.

 

12.3.2

If a Participant Leaves for a Good Leaver Reason before Vesting, the Award will:

 

(i)

if the reason is death, Vest on the date of death;

 

(ii)

otherwise continue until the normal date of Vesting, unless the Board decides to accelerate Vesting; and

 

(iii)

in the case of a Free Share Award, Vest to the extent prescribed by condition 12.6 (Good leavers – Vesting),

 

and to the extent the Participant’s Award does not Vest, it will then Lapse.

 

12.4

Leavers after Vesting – Free Share Awards and Matching Share Awards

 

If a Participant who holds a Free Share Award and/or Matching Share Award Leaves after Vesting, the Award will continue in accordance with these Terms and Conditions.

 

12.5

Summary dismissal

 

If, at any time, a Participant is summarily dismissed or Leaves in circumstances where the Participant’s employer would have been entitled to summarily dismiss the Participant (in the opinion of the Board) then that Participant’s Free Share Awards and Matching Share Awards will immediately Lapse.

 

 

12.6

Good leavers – Vesting

 

If this condition 12.6 (Good leavers – Vesting) applies, a Free Share Award will Vest:

 

12.6.1

to the extent that the Board decides any Performance Conditions are waived or have been satisfied as measured over the Performance Period, or such other period as the Board decides is appropriate if the Performance Period has not yet ended; and

 

12.6.2

pro-rata to reflect the period from the Award Date until the date the Participant Leaves, as a proportion of the period from the Award Date until the Expected Vesting Date calculated by reference to complete months,

 

unless the Board decides otherwise.

 

13.

Mobile Participants

 

13.1

Application of condition

 

If a Participant moves from one jurisdiction to another or becomes tax resident in a different jurisdiction and, as a result, there may be adverse legal, regulatory or tax consequences for the Participant and/or a Member of the Group in connection with participation in these Terms and Conditions then the Board may adjust the terms on which the Participant can participate in these Terms and Conditions as it considers appropriate.

 

13.2

Cancellation

 

If the Board decides that adjusting the terms of participation under condition 13.1 (Application of condition) is not practicable or appropriate, the Board may decide that Awards will Lapse and/or that the Participant will be treated as a Leaver.

 

13.3

Notifying Participants

 

The Board will notify affected Participants of any adjustment or decision made under this condition 13 (Mobile Participants) as soon as practicable.

 

14.

Corporate events

 

14.1

Takeovers

 

Except where Awards are to be exchanged in accordance with condition 15 (Exchange of Awards), where:

 

14.1.1

a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares; or

 

14.1.2

a person (or a group of persons acting in concert) having obtained Control of the Company makes an offer to acquire all the Shares that person does not already own; or

 

14.1.3

a court sanctions a compromise or arrangement for the purposes of a change of Control of the Company,

 

Awards will Vest to the extent set out in condition 14.4 (Vesting), on the following date:

 

14.1.4

in the case of an offer within condition 14.1.1 or condition 14.1.2, the date such offer becomes unconditional in all respects; or

 

 

14.1.5

in the case of a compromise or arrangement within condition 14.1.3, the effective date of the transaction, or, if the Board so decides, the date of the court sanction.

 

14.2

Other corporate events

 

If the Company is or may be affected by:

 

14.2.1

any demerger, delisting, distribution (other than an ordinary dividend) or other transaction which might affect the current or future value of any Award; or

 

14.2.2

any reverse takeover (not within condition 14.1.1), merger by way of a dual listed company or other significant corporate event as determined by the Board,

 

the Board may decide that Awards will Vest on a date determined by the Board and to the extent set out in condition 14.4 (Vesting).

 

14.3

Winding up

 

If notice is given of a resolution for the voluntary winding up of the Company, Awards will Vest on the date the notice is given (or such other date as the Board decides) to the extent set out in condition 14.4 (Vesting).

 

14.4

Vesting

 

If this condition 14.4 (Vesting) applies, Free Share Awards will Vest:

 

14.4.1

to the extent that the Board decides any Performance Conditions are waived or have been satisfied as measured over the Performance Period, or such other period as the Board decides is appropriate if the Performance Period has not yet ended; and

 

14.4.2

pro-rata to reflect the period from the Award Date until the date of Vesting, as a proportion of the period from the Award Date until the Expected Vesting Date calculated by reference to complete months,

 

unless the Board decides otherwise.

 

14.5

Lapse

 

If Free Share Awards only Vest in part under this condition 14 (Corporate events), they will Lapse to the extent they do not Vest.

 

15.

Exchange of Awards

 

15.1

Definitions

 

For the purposes of this condition 15 (Exchange of Awards), “Acquirer” means a person that obtains Control of the Company, or obtains further Shares as referred to in condition 14.1.2, and “Award” means a Free Share Award or a Matching Share Award.

 

15.2

Application of condition

 

Where an event mentioned within condition 14.1 (Takeovers) or condition 14.2 (Other corporate events) is expected to or does occur, then:

 

15.2.1

if the event constitutes a corporate reorganisation of the Company where substantially all the shareholders of the Company immediately before the reorganisation will continue to have Control immediately afterwards, Awards will not Vest under condition 14 (Corporate events) but will instead be exchanged (along with any Vested Awards and Partnership Share Awards) for new awards, unless the Board decides otherwise; and

 

 

15.2.2

in any other case, the Board may, with the consent of the Acquirer, decide that either:

 

(i)

Awards will not Vest under condition 14 (Corporate events) but will instead be exchanged (along with any Vested Awards and Partnership Share Awards) for new awards; or

 

(ii)

Participants will be entitled to choose, within a period decided by the Board, whether to exchange their Awards (and any Partnership Share Award) for new awards.

 

15.3

Timing of exchange

 

Any such exchange under condition 15.2 (Application of condition) will take place on (or as soon as practicable after) the relevant event.

 

15.4

Exchange terms

 

Any new award will be granted on such terms and over such shares (or other type of securities) as the Board decides and, where condition 15.2.2 applies, with the agreement of the Acquirer.

 

15.5

Interpretation following exchange

 

Unless the Board decides otherwise, in relation to any new award that is subject to these Terms and Conditions, these Terms and Conditions will be interpreted as if references to Shares are references to the shares (or other securities) over which the new award is granted and references to the Company are to such company as the Board decides.

 

16.

Variations in share capital

 

16.1

Definition

 

For the purposes of this condition 16 (Variations in share capital), “Award” means a Free Share Award or a Matching Share Award.

 

16.2

Adjustments to Awards

 

If there is:

 

16.2.1

a variation in the share capital of the Company, including a capitalisation or rights issue, open offer, sub-division, consolidation or reduction of share capital;

 

16.2.2

a demerger (in whatever form);

 

16.2.3

a special dividend or distribution; or

 

16.2.4

any other transaction which the Board decides will materially affect the value of the Shares,

 

the Board may adjust the number or class of the Shares to which an Award relates in such manner as the Board considers appropriate.

 

The Board will notify affected Participants of any adjustment made under this condition 16.2 (Adjustments to Awards) as soon as practicable.

 

 

17.

Tax

 

17.1

Withholding

 

Any Member of the Group, any employing company, the Nominee or any third-party provider nominated by the Board may make withholding arrangements as set out in this condition 17.1 (Withholding) and subject to any specific provisions therefor in the applicable Partnership Share Agreement.

 

A withholding entity may make such withholding arrangements as it considers necessary or desirable, including making deductions from any cash payment owed to the Participant.

 

Withholding arrangements may include the sale on behalf of the Participant of some or all of the Participant’s Plan Shares.

 

An entity may withhold to meet any liability for Tax and to meet any applicable dealing and/or currency exchange costs and other associated costs.

 

17.2

Participant indemnity

 

A Participant will, if requested, indemnify the Group for the Participant’s liability for Tax.

 

18.

Terms of employment

 

18.1

Application

 

This condition 18 (Terms of employment) applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

 

18.2

Not part of employment contract

 

Nothing in the conditions of these Terms and Conditions or the operation of these Terms and Conditions forms part of an Employee’s contract of employment or alters it. The rights and obligations arising from the employment or former employment relationship between the Employee and the relevant Member of the Group are separate from, and are not affected by, these Terms and Conditions. Participation in these Terms and Conditions does not create any right to, or expectation of, employment (continued or otherwise).

 

18.3

No future expectation

 

No Employee has a right to participate in these Terms and Conditions. Participation in these Terms and Conditions or the grant of an Award on a particular basis in any year does not create any right to or expectation of participation in these Terms and Conditions or the grant of an Award on the same, or any other, basis (or at all) in the future.

 

18.4

Decisions and discretion

 

The terms of these Terms and Conditions do not entitle the Employee to the exercise of any discretion in the Employee’s favour. The Employee will have no claim or right of action in respect of any decision, omission or discretion which may operate to the disadvantage of the Employee.

 

 

18.5

No compensation

 

No Employee has any right to compensation or damages for any loss (actual or potential) in relation to these Terms and Conditions, including any loss in relation to:

 

18.5.1

any loss or reduction of rights or expectations under these Terms and Conditions in any circumstances (including lawful or unlawful termination of employment);

 

18.5.2

any exercise of a discretion or a decision taken in relation to an Award or to these Terms and Conditions, or any failure or delay to exercise a discretion or take a decision; and

 

18.5.3

the operation, suspension, termination or amendment of these Terms and Conditions.

 

18.6

Waiver

 

By participating in these Terms and Conditions, an Employee agrees to waive all rights which might otherwise arise under these Terms and Conditions, other than the right to acquire Shares or cash (as appropriate) subject to and in accordance with the explicit conditions of these Terms and Conditions, in consideration for and as a condition of the grant of an Award.

 

19.

General

 

19.1

Data protection

 

Participation in these Terms and Conditions will be subject to:

 

19.1.1

any data protection policies applicable to any relevant Member of the Group; and

 

19.1.2

any applicable privacy notices; and

 

19.1.3

where required, any applicable consents.

 

19.2

Consents and filings

 

All allotments, issues and transfers of Shares will be subject to the Company’s bye-laws and any necessary consents or filings required in any relevant jurisdiction. The Participant will be responsible for complying with any requirements needed in order to obtain, or to avoid the necessity for, any such consents or filings.

 

19.3

Source of Shares

 

These Terms and Conditions may operate using newly issued Shares, Shares transferred from treasury and/or Shares purchased in the market.

 

19.4

Listing

 

If, and for as long as the Shares are listed on the NASDAQ (or, if the Board decides, any other stock exchange on which the Shares are traded), the Company will apply as soon as practicable for the listing and admission to trading on such exchange of any Shares issued in connection with these Terms and Conditions.

 

19.5

Notices

 

Any notice or other communication required under these Terms and Conditions will be given in writing, which may include electronic means.

 

 

Any notice or other communication to be given to an Employee or Participant may be delivered by electronic means (including by email, through the Group’s intranet or a share plan portal), personally delivered or sent by ordinary post to such address as the Board reasonably considers appropriate.

 

Any notice or other communication to be given to the Company, the Nominee or the Company’s agents may be delivered or sent to 74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan or such other place and by such means as the Board, the Nominee or the Company’s agents, as appropriate, may specify and notify to Employees and/or Participants, as relevant.

 

Notices or other communications:

 

19.5.1

sent electronically will be deemed to have been received immediately (if sent during usual business hours) or at the opening of business on the next Business Day (if sent outside usual business hours);

 

19.5.2

that are personally delivered will be deemed to have been received when left at the relevant address (if left during usual business hours) or at the opening of business on the next Business Day (if left outside usual business hours); and

 

19.5.3

sent by post will be deemed to have been received 24 hours after posting to a Jordanian address or 5 days after posting to an address outside Jordan,

 

unless there is evidence to the contrary.

 

All notices or communications to be given to Employees or Participants are given and sent at the risk of the addressee. No Member of the Group has any liability in respect of any notice or communication given or sent, nor need they be concerned to see that the addressee actually receives it.

 

19.6

Third party rights

 

Except as otherwise expressly stated to the contrary, nothing in these Terms and Conditions confers any benefit, right or expectation on any person other than an Employee, Participant or Member of the Group. No third party has any rights to enforce any conditions of these Terms and Conditions and any statutory or other third party enforcement rights in any jurisdiction are (to the extent permissible by law) excluded.

 

19.7

Bankruptcy

 

A Participant’s Award will Lapse if the Participant becomes bankrupt or enters into a compromise (or any overseas equivalent) with the Participant’s creditors generally, other than where the compromise (or overseas equivalent) is entered into by the Participant voluntarily and at the Participant’s complete discretion.

 

19.8

Not pensionable

 

None of the benefits that may be received under these Terms and Conditions are pensionable.

 

19.9

Not transferable

 

A Participant’s Award will Lapse if the Participant transfers, assigns, charges or otherwise disposes of the Award or any of the rights in respect of it, whether voluntarily or involuntarily (other than to that Participant’s personal representatives on death).

 

 

19.10

Currency conversions

 

Any conversion of money into different currencies (whether notional or actual) will be done at a time and rate of exchange that the Board decides.

 

No Member of the Group will be liable for any loss due to movements in currency exchange rates or conversion or money transfer charges.

 

19.11

No liability for delay

 

No Member of the Group will be liable for any loss arising from any delay in giving effect to any notice or communication received from an Employee or Participant or in procuring a sale, allotment or transfer of any Shares.

 

20.

Administration

 

20.1

Administration of these Terms and Conditions

 

These Terms and Conditions will be administered by the Board, which has authority to make such conditions and regulations for the administration of these Terms and Conditions as it considers necessary or desirable. The Board may delegate any and all of its rights and powers under these Terms and Conditions.

 

20.2

Board decisions

 

All decisions of the Board in connection with these Terms and Conditions and its interpretation and the terms of any Awards (including in any dispute) will be final and conclusive.

 

The Board will decide whether and how to exercise any discretion in these Terms and Conditions.

 

20.3

Severance of conditions

 

If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable for any reason by any court with jurisdiction then, for the purposes of that jurisdiction only:

 

20.3.1

such provision will be deleted; and

 

20.3.2

the remaining provisions will continue in full force and effect,

 

unless the Board decides otherwise.

 

20.4

Language

 

Where there is any conflict between the terms of the English version of these Terms and Conditions, the Awards and/or any ancillary documents and a version in any other language, the English language version will prevail.

 

20.5

Dealing Restrictions

 

Each person will have regard to Dealing Restrictions when operating, interpreting, administering, participating in and/or taking any other action in relation to these Terms and Conditions.

 

 

21.

Changing these Terms and Conditions and termination

 

21.1

General power

 

The Board may change these Terms and Conditions in any way and at any time, providing any such change is consistent with article XII of the Plan.

 

21.2

Participant consent

 

If a proposed change would be to the material disadvantage of one or more Participants in respect of existing rights under these Terms and Conditions, then the Board must obtain the written consent of the affected Participant(s).

 

21.3

Participant consent – minor changes exception

 

The Board need not obtain Participant consent for any minor changes which are to:

 

21.3.1

benefit the administration of these Terms and Conditions;

 

21.3.2

comply with or take account of a change in legislation; and/or

 

21.3.3

obtain or maintain favourable tax, exchange control or regulatory treatment of any Member of the Group or any present or future Participant.

 

21.4

Participant consent – majority consent exception

 

The Board need not obtain the consent of a Participant if:

 

21.4.1

the Board invites each disadvantaged Participant to indicate whether or not they approve the change; and

 

21.4.2

the majority of the Participants who were invited and who make an indication approve the change.

 

21.5

Notice of change

 

The Board will give written notice of changes to Participants whose Awards are materially affected.

 

21.6

Termination of these Terms and Conditions

 

These Terms and Conditions will terminate on the date the Board decides. Termination will not affect existing rights under these Terms and Conditions.

 

21.7

Consequences of termination

 

If the Board terminates these Terms and Conditions, no new Award Period may begin. After all outstanding Free Share Awards and Matching Share Awards have either Lapsed or Vested, the Nominee will arrange for:

 

21.7.1

any Plan Shares held by the Nominee on the Participant’s behalf to be sold or transferred, in accordance with the Participant’s instructions; and

 

21.7.2

any sales proceeds and other cash held by the Nominee on the Participant’s behalf to be transferred to the Participant, or otherwise paid in accordance with the Participant’s instructions,

 

as soon as practicable.

 

 

If a Participant does not give the Nominee instructions in relation to the Plan Shares within 90 days of being requested to do so, the Nominee will sell the Plan Shares on the Participant’s behalf.

 

The Nominee will not be required to transfer cash amounts with a value of less than US$5.

 

22.

Governing law and jurisdiction

 

The laws of England and Wales govern these Terms and Conditions and all Awards. The courts of England and Wales have exclusive jurisdiction in respect of any disputes arising in connection with these Terms and Conditions and any Award.

 

 

IGI (Global) Stock Purchase Plan

Page 22 of 22

 

Exhibit 10.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TERMS AND CONDITIONS and TRUST DEED

 

of the

 

IGI (UK) sTOCK pURCHASE PLAN

 

Board adoption:		[date]
HMRC registered:		[date]
HMRC reference:		[insert]

 

 

 

 

 

 

 

 

 

 

 

  

 

 

Table of Contents

 

Terms and Conditions and Trust Deed

 

TERMS AND CONDITIONS		1
1.	Meaning of words used	1
2.	Purpose	3
3.	Eligible Employees	4
4.	Share limitation	5
5.	Invitations	5
6.	Free Shares	6
7.	Partnership Shares	8
8.	Matching Shares	11
9.	Dividend Shares	13
10.	Corporate events	14
11.	Tax	15
12.	Terms of employment	15
13.	General	16
14.	Administration	17
15.	Changing these Terms and Conditions and termination	17
16.	Governing law and jurisdiction	19
TRUST DEED		20
1.	Meaning of words used	20
2.	Purpose and operation of the Trust	20
3.	Trust Fund	21
4.	Trustee’s powers – general	21
5.	Plan Shares	22
6.	Cash dividends – general	24
7.	Entitlements	25
8.	Information and accounting for tax	25
14.	Termination	28
15.	Governing law and jurisdiction	28

 

 

IGI (UK) Stock Purchase Plan
Terms and Conditions

 

1.

Meaning of words used

 

1.1

General

 

In these conditions:

 

“Accumulation Period” means any period specified in accordance with condition 7.1.1;

 

“Associated Company” means an associated company (within the meaning in paragraph 94 of Schedule 2) of the Company;

 

“Award Date” means the date on which Plan Shares are awarded, which, in the case of Partnership Shares or Dividend Shares, is in accordance with paragraphs 50(4), 52(5) or 66(4) of Schedule 2, as appropriate;

 

“Award” means:

 

(i)

an award of Free Shares or Matching Shares to Participants; and/or

 

(ii)

an acquisition of Partnership Shares or Dividend Shares on behalf of Participants,

 

each of which amount to an Other Share-Based Award as defined in the Plan, and “awarded” and “awarding” will be understood accordingly;

 

“Board” means the board of directors of the Company or a committee duly authorised by it;

 

“Business Day” means a day on which the NASDAQ is open for the transaction of business;

 

“Company” means International General Insurance Holdings Ltd., incorporated under the laws of Bermuda with registration number 55038;

 

“Connected Company” means any company which is connected (as defined in paragraph 18(3) of Schedule 2) with the Company;

 

“Dealing Restrictions” means any internal or external restrictions on dealings or transactions in securities;

 

“Deed” means the trust deed entered into between the Company and the Trustee dated [DATE], establishing the Trust, and attached as a Schedule to these conditions;

 

“Dividend Shares” means Shares awarded to Participants in accordance with condition 9 (Dividend Shares) and held by the Trustee under the terms of these Terms and Conditions;

 

“Eligible Employee” means any person who meets the requirements of condition 3.1 (Eligibility);

 

“Forfeiture Period” means the period (if any) determined by the Board in accordance with condition 6.6 (Forfeiture Period) in relation to Free Shares, and condition 8.6 (Forfeiture Period) in relation to Matching Shares;

 

“Forfeiture Provisions” means the circumstances (if any) in which the Board decides that Shares may be subject to forfeiture as described in condition 6.7 (Forfeiture Provisions) in relation to Free Shares, and condition 8.7 (Forfeiture Provisions) in relation to Matching Shares;

 

“Free Share Agreement” means an agreement in respect of Free Shares as described at condition 6.3 (Free Share Agreements);

 

 

“Free Shares” means Shares awarded to Participants in accordance with condition 6 (Free Shares) and held by the Trustee under the terms of these Terms and Conditions;

 

“Group” means the Company and any company that is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006), and “Member of the Group” will be understood accordingly;

 

“HMRC” means His Majesty’s Revenue & Customs;

 

“Holding Period” means the period determined in accordance with condition 6.5 (Holding Period) in relation to Free Shares, condition 8.5 (Holding Period) in relation to Matching Shares, and condition 9.6 (Holding Period) in relation to Dividend Shares;

 

“Initial Market Value” means the Market Value of a Share on the Award Date;

 

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

 

“Market Daily Price” means the lower of the 2 prices shown on the NASDAQ as the closing price for the Shares on that day plus one-half of the difference between those 2 figures;

 

“Market Value” on any day means:

 

(i)

when Shares are listed on the NASDAQ, the average of the Market Daily Price for each of the 3 consecutive Business Days immediately preceding that date; or

 

(ii)

otherwise, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with HMRC,

 

and if Shares are subject to a Restriction, Market Value will be determined as if the Shares were not subject to a Restriction;

 

“Matching Shares” means Shares awarded to Participants in accordance with condition 8 (Matching Shares) and held by the Trustee under the terms of these Terms and Conditions;

 

“Participant” means any individual who has entered into a Partnership Share Agreement or to whom an Award has been awarded or, after death, that person’s personal representatives;

 

“Participating Company” means the Company and any company that is:

 

(i)

under the control (within the meaning of section 719 of ITEPA) of the Company; and

 

(ii)

designated by the Board at the relevant time as a participating company for the purposes of these Terms and Conditions;

 

“Partnership Share Agreement” means an agreement in respect of Partnership Shares (and, if relevant, Matching Shares) as described at condition 7.1 (Partnership Share Agreements) and condition 8.2 (Terms in Partnership Share Agreement);

 

“Partnership Share Money” means money deducted from a Participant's Salary in accordance with a Partnership Share Agreement, to be held in accordance with these Terms and Conditions and used for the acquisition of Partnership Shares;

 

“Partnership Shares” means Shares awarded to Participants in accordance with condition 7 (Partnership Shares) and held by the Trustee under the terms of these Terms and Conditions;

 

“PAYE” means the system of tax withholding known as the ‘Pay As You Earn’ regime;

 

“Performance Measure” has the meaning given in condition 6.1.3;

 

“Performance Unit” has the meaning given in condition 6.1.3;

 

 

“Plan Shares” means Free Shares, Partnership Shares, Matching Shares and/or Dividend Shares and any shares treated as Plan Shares in accordance with paragraphs 87 or 88 of Schedule 2 (Company reconstructions and rights issues);

 

“Plan” means the 2020 Omnibus Incentive Plan, as amended from time to time;

 

“Relevant Employment” means employment by the Company or any Associated Company;

 

“Restriction” means any restriction which limits the rights of the holder of Shares, within the meaning of paragraph 99(4) of Schedule 2;

 

“Salary” has the meaning given by paragraph 43(4) of Schedule 2;

 

“Schedule 2 SIP” means a share incentive plan in relation to which Parts 2 to 9 of Schedule 2 are met;

 

“Schedule 2” means Schedule 2 to ITEPA;

 

“Share” means a common share of US$0.01 in the capital of the Company that meets the requirements of paragraphs 26 to 29 of Schedule 2;

 

“SIP Code” means the relevant parts of the tax legislation governing the Terms and Conditions as specified in section 488(3) of ITEPA;

 

“Tax Year” means a UK tax year beginning on 6 April and ending on the following 5 April;

 

“Tax” means any tax, national insurance contributions and other social security charges (and/or any similar charges), wherever arising, in respect of a Participant’s Award or otherwise arising in connection with that Participant’s participation under the Terms and Conditions;

 

“Terms and Conditions” means the terms and conditions constituted by these conditions and known as the IGI (UK) Stock Purchase Plan, as amended from time to time, which shall, for the avoidance of doubt, constitutes an “additional compensation arrangement” as contemplated by Section 14.2 of the Plan;

 

“Trust” means the IGI (UK) Stock Purchase Plan Trust, established by the Deed; and

 

“Trustee” means the trustee of the Trust, as defined in the Deed.

 

1.2

General interpretation

 

In these Terms and Conditions, the singular includes the plural and the plural includes the singular. References to any enactment or statutory requirement will be understood as references to that enactment or requirement as amended or re-enacted and they include any subordinate legislation made under it. References to a “clause” mean a clause of the Deed.

 

1.3

Interpretation consistent with Schedule 2

 

Words and expressions used in these Terms and Conditions will have the meanings given in the SIP Code unless the context requires otherwise. These Terms and Conditions will be interpreted consistently with Schedule 2.

 

2.

Purpose

 

These Terms and Conditions are intended to operate as a Schedule 2 SIP. The Company has established these Terms and Conditions to provide benefits to Eligible Employees and Participants in the form of Shares to give them a continuing stake in the Company, and these benefits will only be provided in accordance with Schedule 2. Any issuance or acquisition of Shares by an Eligible Employee or Participant shall be issued fully paid in consideration for the relevant Eligible Employee’s services to the Company.

 

 

3.

Eligible Employees

 

3.1

Eligibility

 

A person is an eligible employee for the purposes of these Terms and Conditions (an “Eligible Employee”) if that person:

 

3.1.1

is a UK resident taxpayer, within the meaning of paragraph 8(2) of Schedule 2;

 

3.1.2

has continuous employment with one or more qualifying companies, within the meaning of paragraph 17 of Schedule 2, over any period determined by the Board under condition 3.3 (Qualifying period);

 

3.1.3

is an employee of a Participating Company on the following date:

 

(i)

in the case of Free Shares, the Award Date;

 

(ii)

in the case of Partnership Shares where no Accumulation Period applies, the date of the deduction of Partnership Share Money;

 

(iii)

in the case of Partnership Shares where an Accumulation Period applies, the date of the first deduction of Partnership Share Money;

 

(iv)

in the case of Matching Shares, the same date as for the Partnership Shares to which they relate; and

 

3.1.4

is not excluded as a result of condition 3.2 (Excluded employees).

 

The Board may also permit any other person who satisfies conditions 3.1.2 to 3.1.4 to participate under these Terms and Conditions as an Eligible Employee.

 

3.2

Excluded employees

 

A person will not be eligible to participate in an Award of Free Shares, Partnership Shares or Matching Shares in a Tax Year if that person is at the same time to participate (or is to be treated as participating under paragraph 18(2) of Schedule 2) in an award of shares under another Schedule 2 SIP established by the Company or a Connected Company (a “Connected SIP”).

 

Where a Participant is made an Award of Free Shares or Partnership Shares in a Tax Year in which the Participant has already been made an award of shares under a Connected SIP, then the limit referred to at condition 6.4 (Free Share Annual Limit) and condition 7.3 (Maximum deduction) will apply as if these Terms and Conditions and the Connected SIP were a single plan.

 

A person’s entitlement to participate in an Award will not be affected by any rights or entitlements that the person has under any Schedule 2 SIP established by a company which is not a Connected Company.

 

A person will not be eligible to participate in an Award of Free Shares, Partnership Shares or Matching Shares if that person has received notice of termination of their employment with a Participating Company and/or has given notice (of whatever length and for whatever reason), and in each case the notice period will be running on the intended Award Date.

 

3.3

Qualifying period

 

Individuals will be required to work for a qualifying period of 6 months for all Awards that are being operated under these Terms and Conditions, unless the Board decides otherwise.

 

 

Qualifying periods will:

 

3.3.1

in the case of Free Shares, end on the Award Date and may not exceed 18 months;

 

3.3.2

in the case of Partnership Shares and any related Matching Shares, where no Accumulation Period applies, end with the deduction of Partnership Share Money and may not exceed 18 months; and

 

3.3.3

in the case of Partnership Shares and any related Matching Shares, where an Accumulation Period applies, end with the start of the Accumulation Period and may not exceed 6 months.

 

In relation to an Award, the same qualifying period must apply in relation to all Eligible Employees but different qualifying periods may apply to different Awards.

 

4.

Share limitation

 

4.1

Limit

 

The aggregate number of Shares that may be issued with respect to Awards which may be granted hereunder shall not exceed 200,000 Shares, which may be either authorised and unissued Shares or Shares held in or acquired for the treasury of the Company or both.

 

5.

Invitations

 

5.1

Operation

 

The Board has discretion to decide whether these Terms and Conditions will be operated. When these Terms and Conditions are operated, the Board must invite all Eligible Employees to participate.

 

5.2

Invitation type

 

The Board may issue invitations to Eligible Employees to participate in an Award of:

 

5.2.1

Free Shares; and/or

 

5.2.2

Partnership Shares; and

 

5.2.3

if there is an Award of Partnership Shares, Matching Shares.

 

5.3

Participation on same terms

 

Except for any differences caused by the application of condition 6.1 (Number of Free Shares), on each occasion that the Board decides to issue invitations to participate under these Terms and Conditions, all Eligible Employees must:

 

5.3.1

be invited to participate on the same terms; and

 

5.3.2

for those Eligible Employees who do participate, actually participate on the same terms.

 

5.4

Timing of invitations

 

Subject to any Dealing Restrictions, invitations under these Terms and Conditions may be issued at any time.

 

 

6.

Free Shares

 

6.1

Number of Free Shares

 

Where there is an invitation to participate in an Award of Free Shares, the Board may specify that the number or value of Free Shares offered to each Eligible Employee is:

 

6.1.1

the same defined number or value of Free Shares; or

 

6.1.2

determined by reference to each Eligible Employee’s:

 

(i)

remuneration;

 

(ii)

length of service; and/or

 

(iii)

hours worked,

 

in which case the same method must be used for all Awards of Free Shares on the same Award Date, and where Free Shares are awarded by reference to more than one factor set out in this condition 6.1.2, each factor will give rise to a separate entitlement to Free Shares and the total entitlement to Free Shares will be the sum of those separate entitlements; or

 

6.1.3

determined by reference to the performance (a “Performance Measure”) of any designated part of the business within which an employee carries out their duties, which may be any company, section, department, unit or individual employee within the business (a “Performance Unit”), and either:

 

(i)

at least 20% of the Free Shares will be awarded without reference to a Performance Measure and in accordance with conditions 5.3 (Participation on same terms) and either 6.1.1 or 6.1.2, and the remaining Free Shares will be awarded by reference to a Performance Measure, except that the highest number of Free Shares awarded to an Eligible Employee by reference to a Performance Measure will not be more than four times the highest number of Shares awarded to an Eligible Employee without reference to a Performance Measure; or

 

(ii)

some or all of the Free Shares will be awarded by reference to a Performance Measure, in which case the same terms must apply to all members of a Performance Unit, and Performance Measures applied to each Performance Unit must be comparable in terms of the likelihood of their being met by the Performance Units to which they apply.

 

6.2

Performance allowances – application

 

Where condition 6.1.3 applies:

 

6.2.1

condition 6.1.3(i) or 6.1.3(ii), as applicable, will be applied for all Eligible Employees who take part in the Award;

 

6.2.2

the Performance Measures, including any specific performance target, will be determined by reference to fair and objective measures, including business results or other objective criteria, over a designated period;

 

6.2.3

an Eligible Employee must not be a member of more than one Performance Unit; and

 

6.2.4

the Company must notify, as soon as reasonably practicable, each Eligible Employee:

 

(i)

to whom an offer of Free Shares is made, in general terms, of the Performance Measures to be used to determine the number or value of Free Shares to be awarded, except that the Company does not have to disclose information it reasonably considers would prejudice commercial confidentiality; and

 

 

(ii)

receiving a Free Share Award, of the Performance Measures to be used to determine the number or value of Free Shares subject to that Award, including any specific performance targets.

 

6.3

Free Share Agreements

 

6.3.1

As a condition of participating in an Award of Free Shares, the Board will decide either that:

 

(i)

the Eligible Employee must agree to the Award of Free Shares by completing and accepting a Free Share Agreement by a specified date (which must be prior to the Award Date but at least 14 days after the date the Free Share Agreement is issued); or

 

(ii)

the Eligible Employee will be deemed to have agreed to the Award of Free Shares on the terms of a Free Share Agreement unless the Eligible Employee opts out in the manner and by the date specified (which must be prior to the Award Date but at least 25 days after the date the Free Share Agreement is issued).

 

6.3.2

The terms of a Free Share Agreement will:

 

(i)

permit the Trustee to hold the Free Shares throughout the Holding Period;

 

(ii)

prohibit the Participant from assigning, charging or otherwise disposing of the Participant’s beneficial interest in the Free Shares during the Holding Period;

 

(iii)

specify any Forfeiture Period and any Forfeiture Provisions that will apply to the Free Shares; and

 

(iv)

ensure that any Free Shares ceasing to be subject to these Terms and Conditions are subject to condition 11.1 (Withholding).

 

6.4

Free Share annual limit

 

The total Initial Market Value of all Free Shares awarded to an Eligible Employee in any Tax Year will not exceed £3,600 or such other amount as is specified in paragraph 35(1) of Schedule 2.

 

6.5

Holding Period

 

A Holding Period of between 3 and 5 years (or such other period as may be permitted under paragraph 36(2) of Schedule 2), as decided by the Board, will apply to Free Shares commencing on the Award Date. The same Holding Period will apply to all Free Shares awarded in the same Award and cannot be increased in respect of Free Shares already awarded under these Terms and Conditions.

 

6.6

Forfeiture Period

 

The Board may decide that an Award of Free Shares will be subject to a Forfeiture Period. If the Board decides that a Forfeiture Period will apply, the period will begin on the Award Date and end on such date as the Board decides. The same Forfeiture Period will apply to all Free Shares awarded in the same Award.

 

6.7

Forfeiture Provisions

 

The Board may decide that an Award of Free Shares will be subject to Forfeiture Provisions in specified circumstances or on the occurrence of specified events. In the event that Forfeiture Provisions are included in an Award, the same Forfeiture Provisions will apply to all Free Shares awarded in the same Award.

 

 

6.8

Withdrawal of Free Shares

 

A Participant may direct the Trustee to withdraw the Participant’s Free Shares from these Terms and Conditions at any time on or after the later of the expiry of the Holding Period and any Forfeiture Period, subject to the terms of the Free Share Agreement. The Trustee will then withdraw the Free Shares from these Terms and Conditions as soon as practicable in accordance with the Participant’s instructions, subject to the Company’s bye-laws.

 

6.9

Ceasing Relevant Employment – Free Shares

 

If a Participant ceases Relevant Employment, the Holding Period in respect of the Participant’s Free Shares will cease to apply, the Free Shares will cease to be subject to these Terms and Conditions and, as soon as practicable, they will be dealt with in accordance with the Participant’s instructions, subject to the Company’s bye-laws.

 

7.

Partnership Shares

 

7.1

Partnership Share Agreements

 

Where there is an invitation to participate in an Award of Partnership Shares, the Board will issue, to each Eligible Employee, a Partnership Share Agreement that must be accepted by the Eligible Employee as a condition of participating in the Award.

 

The Partnership Share Agreement will be given effect by deductions of Partnership Share Money from a Participant’s Salary in accordance with the Partnership Share Agreement, and will:

 

7.1.1

specify if an Accumulation Period will apply and, if so:

 

(i)

the date on which the first Accumulation Period begins, which must not be later than the date of the first deduction of Partnership Share Money;

 

(ii)

the length of the Accumulation Period, which must not exceed 12 months;

 

(iii)

the basis for calculating the number of Shares to be awarded to each Participant in accordance with condition 7.8.2;

 

(iv)

if the Accumulation Period will terminate on the occurrence of a specified event,

 

and any Accumulation Period must be the same for all Eligible Employees;

 

7.1.2

specify the amount and intervals of deductions of Partnership Share Money, in accordance with conditions 7.2 (Minimum deduction) and 7.3 (Maximum deduction);

 

7.1.3

authorise the Eligible Employee’s employer to deduct Partnership Share Money from the Eligible Employee’s Salary;

 

7.1.4

include a notice containing prescribed information as to the possible effect of deductions on certain benefits, as required by paragraph 48 of Schedule 2;

 

7.1.5

include an undertaking by the Company to notify the Eligible Employee of any restriction on the number of Shares to be included in an Award of Partnership Shares in accordance with condition 7.4 (Share offer limit);

 

7.1.6

require the Company to undertake to arrange for Partnership Shares to be awarded to the Eligible Employee in accordance with these Terms and Conditions; and

 

7.1.7

ensure that any Partnership Shares ceasing to be subject to these Terms and Conditions are subject to condition 11.1 (Withholding).

 

 

7.2

Minimum deduction

 

The minimum amount of Partnership Share Money to be deducted on any occasion will not exceed £10 or such other amount specified in paragraph 47(2) of Schedule 2.

 

7.3

Maximum deduction

 

The maximum total deductions of Partnership Share Money for each Participant in any Tax Year will be the lesser of £1,800 and 10% of Salary or, if different, the annual limit specified in paragraphs 46(1) and 46(2) of Schedule 2.

 

Alternatively, the Board may specify a lower limit, which will apply to all Participants in the same Award.

 

7.4

Share offer limit

 

The Board may specify the maximum aggregate number of Shares to be included in an Award of Partnership Shares, which will apply to all Partnership Shares in the same Award.

 

Where the Board specifies such a limit, the Partnership Share Agreement must contain an undertaking by the Company to notify Participants of the restriction of the number of Shares to be included in the Award. Such notice must be made:

 

7.4.1

before the deduction of the Partnership Share Money relating to the Award, if there is no Accumulation Period; and

 

7.4.2

before the beginning of the Accumulation Period, if there is one.

 

If the Company receives applications for Partnership Shares exceeding that maximum, or it becomes clear once all deductions of Partnership Share Money have been made that the maximum will be exceeded, the number of Partnership Shares received by each Participant will be proportionately reduced.

 

Each affected Participant will be notified of any change to the number of Partnership Shares to be received made under this condition 7.4 (Share offer limit). Each application for Partnership Shares will be deemed to be modified or withdrawn accordingly.

 

7.5

Regular offers

 

The Board will decide whether Partnership Shares will be offered at regular intervals or on a one-off basis, or both.

 

7.6

Deductions of Partnership Share Money

 

Deductions of Partnership Share Money will be transferred to the Trustee as soon as practicable, to be held by the Trustee on behalf of the Participant, until such time as it is applied by the Trustee to acquire Partnership Shares on behalf of the Participant or repaid to the Participant under any other condition of these Terms and Conditions.

 

Any excess amounts deducted will be repaid to the Participant as soon as practicable.

 

7.7

Acquisition of Partnership Shares – no Accumulation Period

 

If no Accumulation Period applies:

 

7.7.1

within 30 days after the last date on which Partnership Share Money is deducted from a Participant’s Salary, the Trustee will use it (together with any Partnership Share Money carried forward under condition 7.7.3) to acquire Partnership Shares on behalf of the Participant;

 

 

7.7.2

the number of Partnership Shares to be awarded to each Participant will be determined in accordance with the Initial Market Value; and

 

7.7.3

any Partnership Share Money remaining after Partnership Shares have been awarded will be paid to each Participant as soon as practicable, unless the Participant agrees that it will be carried forward and added to the next amount of Partnership Share Money deducted from the Participant’s Salary.

 

7.8

Acquisition of Partnership Shares – with Accumulation Period

 

If an Accumulation Period applies:

 

7.8.1

within 30 days after the end of the Accumulation Period, the Trustee will use the Partnership Share Money deducted in the Accumulation Period (together with any Partnership Share Money carried forward under condition 7.8.3) to acquire Partnership Shares on behalf of the Participant;

 

7.8.2

the number of Partnership Shares to be awarded to each Participant will be determined by reference to whichever of the following is specified in the Partnership Share Agreement:

 

(i)

the Market Value of a Share on the first day of the Accumulation Period;

 

(ii)

the Initial Market Value; or

 

(iii)

the lower of the amounts determined in accordance with conditions 7.8.2(i) and 7.8.2(ii); and

 

7.8.3

any Partnership Share Money remaining after Partnership Shares have been awarded will be paid to each Participant as soon as practicable, unless the Participant agrees that it will be carried forward to the next Accumulation Period.

 

7.9

Transaction during an Accumulation Period

 

This condition applies if, during an Accumulation Period, a transaction occurs in relation to any of the Partnership Shares to be awarded under a Partnership Share Agreement. If the transaction results in a new holding of shares being equated with those Partnership Shares for the purposes of capital gains tax, the Participant may agree that the Partnership Share Agreement is to have effect after the time of the transaction as if it were an agreement for the purchase of shares in the new holding.

 

7.10

Stopping and restarting deductions

 

A Participant may give notice to the Company to stop deductions of Partnership Share Money at any time. Unless a later date is specified in the notice, the Company must ensure that no further deductions are made within 30 days after it receives the notice.

 

A Participant who has stopped deductions of Partnership Share Money may give notice to the Company to restart deductions. Unless a later date is specified in the notice, the Company must ensure that deductions are restarted no later than the date of the first deduction due under the Partnership Share Agreement that falls more than 30 days after the Company receives the notice.

 

A Participant who restarts deductions in accordance with this condition:

 

7.10.1

may not make up any deductions that have been missed while the deductions were stopped; and

 

7.10.2

may not restart deductions more than once during any Accumulation Period, unless the Board decides otherwise.

 

 

7.11

Varying deductions

 

A Partnership Share Agreement may include provisions allowing the Participant to vary the amount or intervals of deductions of Partnership Share Money, subject to the limits set out in these Terms and Conditions and the Partnership Share Agreement.

 

7.12

Withdrawal from Partnership Share Agreement

 

A Participant may, by notice to the Company, withdraw from a Partnership Share Agreement. Unless a later date is specified in the notice, it will take effect 30 days after the Company receives it. Any Partnership Share Money held on behalf of a Participant at the time of withdrawal will be repaid to the Participant as soon as practicable.

 

A Participant may direct the Trustee to withdraw their Partnership Shares from these Terms and Conditions, in which case the Trustee will withdraw them as soon as practicable in accordance with the Participant’s instructions.

 

7.13

Ceasing Relevant Employment – Partnership Shares

 

If a Participant ceases Relevant Employment:

 

7.13.1

the Participant’s Partnership Shares will cease to be subject to these Terms and Conditions and will, as soon as practicable, be dealt with in accordance with the Participant’s instructions; and

 

7.13.2

any Partnership Share Money which has not been used to acquire Partnership Shares will be transferred to the Participant as soon as practicable, including where the cessation occurs during an Accumulation Period.

 

7.14

Time of ceasing employment

 

If a Participant ceases Relevant Employment at any time during either of the following periods, the Participant will be treated as not having ceased Relevant Employment (for the sole purposes of the relevant Award of Partnership Shares and the Award of any related Matching Shares) until immediately following the Partnership Shares being awarded at the end of the period:

 

7.14.1

where there is no Accumulation Period, the period beginning with the deduction of the Partnership Share Money and ending with the Award Date; and

 

7.14.2

where there is an Accumulation Period, the period beginning with the end of the Accumulation Period and ending with the Award Date.

 

7.15

No forfeiture

 

Partnership Shares cannot be forfeited.

 

8.

Matching Shares

 

8.1

Matching Shares – general

 

Matching Shares must be:

 

8.1.1

of the same class and carry the same rights as the Partnership Shares to which they relate;

 

8.1.2

awarded on the same day as the Partnership Shares to which they relate; and

 

8.1.3

awarded to all Eligible Employees participating in the Award of Matching Shares on exactly the same basis.

 

 

8.2

Terms in Partnership Share Agreement

 

If the Board decides to award Matching Shares to Eligible Employees who enter into a Partnership Share Agreement, the Partnership Share Agreement issued to each Eligible Employee will:

 

8.2.1

contain information about the number of Matching Shares that will be awarded for each Partnership Share (being not more than 2 Matching Shares for every Partnership Share or not more than such other ratio as may be permitted by paragraph 60(2) of Schedule 2);

 

8.2.2

specify the circumstances and manner in which the ratio may be changed by the Board, in accordance with condition 8.4 (Matching ratio);

 

8.2.3

permit the Trustee to hold the Matching Shares throughout the Holding Period;

 

8.2.4

prohibit the Participant from assigning, charging or otherwise disposing of the Participant’s beneficial interest in the Matching Shares during the Holding Period;

 

8.2.5

specify any Forfeiture Period and any Forfeiture Provisions that will apply to the Matching Shares; and

 

8.2.6

ensure that any Matching Shares ceasing to be subject to these Terms and Conditions are subject to condition 11.1 (Withholding).

 

8.3

Carry forward of fractions of a Matching Share

 

If the Partnership Shares acquired on any date under condition 7.7.1 or 7.8.1 are not sufficient to produce a whole number of Matching Shares, any fraction of a Matching Share balance may be carried forward to the next acquisition of Partnership Shares.

 

8.4

Matching ratio

 

The Board may alter the ratio of Matching Shares to Partnership Shares at any time. The Company must give notice of any such change to all affected Participants as soon as possible (and in any event before an Award of Partnership Shares is made under the varied terms).

 

8.5

Holding Period

 

A Holding Period of between 3 and 5 years (or such other period as may be permitted under paragraph 36(2) of Schedule 2), as decided by the Board, will apply to Matching Shares commencing on the Award Date. The same Holding Period will apply to all Matching Shares awarded in the same Award and cannot be increased in respect of Matching Shares already awarded under these Terms and Conditions.

 

8.6

Forfeiture Period

 

The Board may decide that an Award of Matching Shares will be subject to a Forfeiture Period. If the Board decides that a Forfeiture Period will apply, the period will begin on the Award Date and end on such date as the Board decides. The same Forfeiture Period will apply to all Matching Shares awarded in the same Award.

 

8.7

Forfeiture Provisions

 

The Board may decide that an Award of Matching Shares will be subject to Forfeiture Provisions in specified circumstances or on the occurrence of specified events. In the event that Forfeiture Provisions are included in an Award, the same Forfeiture Provisions will apply to all Matching Shares awarded in the same Award.

 

 

8.8

Withdrawal of Matching Shares

 

A Participant may direct the Trustee to withdraw the Participant’s Matching Shares from these Terms and Conditions at any time on or after the later of the expiry of the Holding Period and any Forfeiture Period, subject to the terms of the Partnership Share Agreement. The Trustee will then withdraw the Matching Shares as soon as practicable in accordance with the Participant’s instructions.

 

8.9

Ceasing Relevant Employment – Matching Shares

 

If a Participant ceases Relevant Employment, the Holding Period in respect of the Participant’s Matching Shares will cease to apply, the Matching Shares will cease to be subject to these Terms and Conditions and, as soon as practicable, they will be dealt with in accordance with the Participant’s instructions.

 

9.

Dividend Shares

 

9.1

Dividend reinvestment

 

The Board may at any time direct the Trustee to use some or all of the cash dividends paid in respect of Plan Shares to award Dividend Shares on behalf of:

 

9.1.1

all Participants; or

 

9.1.2

those Participants who have been invited, and elected, to reinvest their dividends.

 

The Board may revoke or amend this direction at any time.

 

Any direction given or amended under this condition 9.1 (Dividend reinvestment) must set out the amount of cash dividends to be applied in this way, or detail how the amount will be decided.

 

9.2

Cash dividends

 

Any cash dividends that are not being reinvested in Dividend Shares will be paid to Participants as soon as practicable in accordance with their holdings of Plan Shares and in accordance with the Company’s bye-laws.

 

9.3

Award of Dividend Shares

 

Where dividends are to be reinvested in Dividend Shares the Trustee will, within 30 days of receipt of the dividends, use them to acquire Dividend Shares on behalf of the Participant and, in doing so, must treat Participants fairly and equally.

 

Dividend Shares must be shares in the same company, of the same class and carry the same rights as the Plan Shares in respect of which the dividend is paid.

 

9.4

Number of Dividend Shares

 

The number of Dividend Shares to be awarded to each Participant will be determined in accordance with the Initial Market Value.

 

9.5

Terms in Free Share Agreement or Partnership Share Agreement

 

Where dividends are to be reinvested in Dividend Shares, the Free Share Agreement and/or Partnership Share Agreement, as appropriate, will:

 

9.5.1

permit the Trustee to hold the Dividend Shares throughout the Holding Period;

 

9.5.2

prohibit the Participant from assigning, charging or otherwise disposing of the Participant’s beneficial interest in the Dividend Shares during the Holding Period;

 

 

9.5.3

provide for any cash dividend amount remaining in the Trustee’s hands after Dividend Shares have been awarded to be paid to the Participant as soon as practicable, unless carried forward and added to the next amount of dividends (received in respect of the Participant’s Plan Shares) to be reinvested in Dividend Shares; and

 

9.5.4

ensure that any Dividend Shares ceasing to be subject to these Terms and Conditions are subject to condition 11.1 (Withholding).

 

9.6

Holding Period

 

An Award of Dividend Shares will be subject to a Holding Period of 3 years (or such other period as may be permitted under paragraph 67 of Schedule 2), beginning on the Award Date.

 

9.7

Withdrawal of Dividend Shares

 

A Participant may direct the Trustee to withdraw the Participant’s Dividend Shares from these Terms and Conditions at any time on or after the expiry of the Holding Period, subject to the terms of the Free Share Agreement and/or Partnership Share Agreement, as appropriate. The Trustee will then withdraw the Dividend Shares from these Terms and Conditions as soon as practicable in accordance with the Participant’s instructions.

 

9.8

Ceasing Relevant Employment – Dividend Shares

 

If a Participant ceases Relevant Employment:

 

9.8.1

the Holding Period in respect of the Participant’s Dividend Shares will cease to apply;

 

9.8.2

the Participant’s Dividend Shares will cease to be subject to these Terms and Conditions;

 

9.8.3

as soon as practicable, the Dividend Shares will be dealt with in accordance with the Participant’s instructions; and

 

9.8.4

any dividend amounts carried forward will be transferred to the Participant as soon as practicable.

 

9.9

No forfeiture

 

Dividend Shares cannot be forfeited.

 

10.

Corporate events

 

A Participant may, during a Holding Period, direct the Trustee to:

 

10.1.1

accept an offer for the Participant’s Plan Shares which, if accepted, would result in a new holding being equated with those Plan Shares for the purposes of capital gains tax;

 

10.1.2

accept an offer of cash (with or without other assets) or a qualifying corporate bond (whether alone or with other assets or cash or both) for the Participant’s Plan Shares, in each case if the offer forms part of a general offer as identified in paragraph 37(5) of Schedule 2;

 

10.1.3

agree to a transaction affecting the Participant’s Plan Shares if the transaction would be entered into as a result of a compromise, arrangement or scheme which meets the requirements in paragraph 37(3) of Schedule 2; or

 

10.1.4

exercise a right to sell the Participant’s Plan Shares in connection with a takeover offer in accordance with paragraph 37(8) of Schedule 2.

 

 

11.

Tax

 

11.1

Withholding

 

Any Member of the Group, any employing company or the Trustee may make such withholding arrangements as it considers necessary or desirable to meet any liability for Tax (and to collect any applicable dealing and/or currency exchange costs). Withholding arrangements may include making deductions from any cash payment owed to the Participant and/or selling on behalf of the Participant some or all of the Participant’s Plan Shares.

 

11.2

Share transfer tax

 

Any share transfer taxes arising on an Award of Plan Shares will be payable by the Trustee (and reimbursed by the Company).

 

12.

Terms of employment

 

12.1

Meaning of “employee”

 

For the purposes of this condition 12 (Terms of employment), “employee” includes any, existing or former, Eligible Employee or Participant.

 

12.2

Application

 

This condition 12 (Terms of employment) applies during an employee’s employment and after the termination of an employee’s employment, whether or not the termination is lawful.

 

12.3

Not part of employment contract

 

Nothing in the conditions of these Terms and Conditions or the operation of these Terms and Conditions forms part of an employee’s contract of employment or alters it. The rights and obligations arising from the employment or former employment relationship between the employee and the relevant Member of the Group are separate from, and are not affected by, these Terms and Conditions. Participation under these Terms and Conditions does not create any right to, or expectation of, employment (continued or otherwise).

 

12.4

No future expectation

 

Receiving an offer to participate under these Terms and Conditions on a particular basis does not create any right to or expectation of receiving an offer on the same, or any other, basis (or at all) in the future.

 

12.5

Decisions and discretion

 

The terms of these Terms and Conditions do not entitle the employee to the exercise of any discretion in the employee’s favour.

 

12.6

No compensation

 

No employee has any right to compensation or damages for any loss (actual or potential) in relation to:

 

12.6.1

any loss or reduction of rights or expectations under these Terms and Conditions in any circumstances (including lawful or unlawful termination of employment);

 

12.6.2

any exercise of a discretion in relation to an Award or to these Terms and Conditions, or any failure to exercise a discretion; and

 

12.6.3

the operation, suspension, termination or amendment of these Terms and Conditions.

 

 

13.

General

 

13.1

Data protection

 

Participation under these Terms and Conditions will be subject to:

 

13.1.1

any data protection policies applicable to any relevant Member of the Group; and

 

13.1.2

any applicable privacy notices.

 

13.2

Consents and filings

 

All allotments, issues and transfers of Shares will be subject to the Company’s bye-laws and any necessary consents or filings required in any relevant jurisdiction. The Participant will be responsible for complying with any requirements needed in order to obtain, or to avoid the necessity for, any such consents or filings.

 

13.3

Source of Shares

 

Plan Shares may be newly issued Shares, Shares transferred from treasury and/or Shares purchased in the market.

 

13.4

Listing

 

If, and for as long as, the Shares are listed on the NASDAQ the Company will apply as soon as practicable for the listing and admission to trading of any Shares issued in connection with these Terms and Conditions.

 

13.5

Notices

 

Any notice or other communication required under these Terms and Conditions will be given in writing, which may include electronic means.

 

Any notice or other communication to be given to an Eligible Employee or Participant may be delivered by electronic means (including by email, through the Group’s intranet or a share plan portal), personally delivered or sent by ordinary post to such address as the Board reasonably considers appropriate.

 

Any notice or other communication to be given to the Company or its agents may be delivered or sent to 74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan or such other place and by such means as the Board or the Company’s agents may notify for this purpose.

 

Any notice or other communication to be given to the Trustee may be delivered by electronic means, personally delivered or sent by ordinary post to the address notified by the Trustee for this purpose.

 

Notices or other communications:

 

13.5.1

sent electronically will be deemed to have been received immediately (if sent during usual business hours) or at the opening of business on the next Business Day (if sent outside usual business hours);

 

13.5.2

that are personally delivered will be deemed to have been received when left at the relevant address (if left during usual business hours) or at the opening of business on the next Business Day (if left outside usual business hours); and

 

13.5.3

sent by post will be deemed to have been received 24 hours after posting to a UK address or 3 days after posting to an address outside the UK,

 

unless there is evidence to the contrary.

 

 

13.6

Third party rights

 

Except as otherwise expressly stated to the contrary, nothing in these Terms and Conditions confers any benefit, right or expectation on any person other than an Eligible Employee, Participant, the Trustee or a Member of the Group. No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 (or any similar legislation in an overseas jurisdiction) to enforce any condition of these Terms and Conditions.

 

13.7

Shareholder rights

 

Shares issued in connection with these Terms and Conditions will rank equally in all respects with all Shares in issue as of that date.

 

Participants will only be entitled to rights attaching to Shares pursuant to the Company’s bye-laws from the date of the allotment or transfer to them in.

 

13.8

Not pensionable

 

None of the benefits that may be received under these Terms and Conditions are pensionable.

 

14.

Administration

 

14.1

Administration of these Terms and Conditions

 

These Terms and Conditions will be administered by the Board, which has authority to make such rules and regulations for the administration of these Terms and Conditions as it considers necessary or desirable. The Board may delegate any and all of its rights and powers under these Terms and Conditions.

 

14.2

Board decisions

 

All decisions of the Board in connection with these Terms and Conditions and its interpretation and the terms of any Awards (including in any dispute) will be final and conclusive.

 

The Board will decide whether and how to exercise any discretion in these Terms and Conditions. When making any decisions, the Board will act fairly and reasonably.

 

14.3

Dealing Restrictions

 

Each person will have regard to Dealing Restrictions when operating, interpreting, administering, participating under and/or taking any other action in relation to these Terms and Conditions.

 

15.

Changing these Terms and Conditions and termination

 

15.1

General power

 

The Board may change these Terms and Conditions in any way and at any time with the agreement of the Trustee, providing any such change is consistent with article XII of the Plan. Any changes to the Deed must be effected by a deed.

 

No change to these Terms and Conditions will be effective if, as a consequence, these Terms and Conditions would:

 

15.1.1

infringe the rule against perpetuities; or

 

15.1.2

no longer be a Schedule 2 SIP, while it is intended to be a Schedule 2 SIP.

 

 

15.2

Participant consent

 

If a proposed change would be to the material disadvantage of one or more Participants in respect of existing rights under these Terms and Conditions, then the Board must obtain the written consent of the affected Participant(s).

 

15.3

Participant consent – exceptions

 

The Board need not obtain Participant consent for any changes which are:

 

15.3.1

necessary to ensure these Terms and Conditions comply with the SIP Code; and/or

 

15.3.2

minor and to:

 

(i)

benefit the administration of these Terms and Conditions;

 

(ii)

comply with or take account of a change in legislation; and/or

 

(iii)

obtain or maintain favourable tax, exchange control or regulatory treatment of any Member of the Group or any present or future Participant.

 

15.4

Notice of change

 

The Board will give written notice of changes to Participants whose Awards and/or Plan Shares are materially affected.

 

15.5

Termination of these Terms and Conditions

 

These Terms and Conditions will terminate on the date the Board decides. Termination will not affect existing rights under these Terms and Conditions.

 

If the Board resolves to terminate these Terms and Conditions, the Board will ensure that a termination notice is sent without delay to:

 

15.5.1

the Trustee;

 

15.5.2

each Participant who has Plan Shares; and

 

15.5.3

each individual who has entered into a Partnership Share Agreement that was in force immediately before the termination notice was issued.

 

15.6

Consequences of termination

 

Once the Company has issued the termination notices under condition 15.5 (Termination of these Terms and Conditions):

 

15.6.1

no further Shares will be awarded;

 

15.6.2

the Trustee must remove each Participant’s Plan Shares from these Terms and Conditions as soon as practicable after the date determined in accordance with condition 15.7 (Removal date), by either:

 

(i)

transferring the Participant’s Plan Shares to the Participant, or another person, in accordance with the Participant’s instructions; or

 

(ii)

disposing of the Participant’s Plan Shares and accounting (or holding itself ready to account) for the proceeds to the Participant, or another person in accordance with the Participant’s instructions; and

 

 

15.6.3

the Trustee must, as soon as practicable, ensure that any money held on the Participant’s behalf is paid to the Participant.

 

15.7

Removal date

 

The date referred to in condition 15.6.2, is:

 

15.7.1

the later of:

 

(i)

the end of a 3 month period, or such other period specified in paragraph 90(4) of Schedule 2, starting on the day the termination notices required under condition 15.5 (Termination of these Terms and Conditions) are issued; or

 

(ii)

the first date on which that Participant’s Plan Shares may be removed from these Terms and Conditions without income tax liabilities arising under sections 501 to 507 of ITEPA (Charges connected with holding of shares / shares ceasing to be subject of plan); or

 

15.7.2

an earlier date agreed with the Participant.

 

15.8

HMRC notice of termination

 

If HMRC issues a notice under paragraphs 81H or 81I of Schedule 2 (Enquiries) that these Terms and Conditions are not a Schedule 2 SIP, the Trustee must, as soon as practicable after the “relevant day” (within the meaning given in paragraph 56 of Schedule 2), ensure that any money held on the Participant’s behalf is paid to the Participant.

 

16.

Governing law and jurisdiction

 

Notwithstanding section 14.8 of the Plan, the laws of England and Wales govern these Terms and Conditions, all Awards and all Plan Shares. The courts of England and Wales have exclusive jurisdiction in respect of any disputes arising in connection with these Terms and Conditions, any Award and any Plan Shares.

 

 

TRUST DEED

 

IN RELATION TO THE

 

IGI (UK) STOCK PURCHASE PLAN TRUST

 

This Deed is made on

[DATE]

 

Between:

 

(1)

International General Insurance Holdings Ltd., a company incorporated in Bermuda with registered number 39850, whose registered office is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (the “Company”); and

 

(2)

Global Shares Trustees (UK) Limited, a company incorporated and registered in England and Wales with registered number 10432763, whose registered office is at 67a Albion Street, Leeds, LS1 5AA (the “Original Trustee”).

 

Background

 

The Company wishes to establish a trust to facilitate the acquisition and holding of Shares under the Terms and Conditions, and to comply with the requirements of Schedule 2, on the terms of this Deed. The Original Trustee has agreed to be the first trustee of the Trust.

 

1.

Meaning of words used

 

1.1

General

 

In this Deed:

 

“Terms and Conditions” means the terms and conditions of the IGI (UK) Stock Purchase Plan, as amended from time to time;

 

“Trust Fund” means the assets held on the terms of the Trust from time to time, except any assets held beneficially on behalf of a specified Participant;

 

“Trust” means the trust constituted by this Deed and known as the IGI (UK) Stock Purchase Plan Trust, as amended from time to time;

 

“Trustee” means the Original Trustee or other trustee of the Trust at that time; and

 

“Unallocated Shares” means Shares included in the Trust Fund that are not held on behalf of a specified Participant.

 

Otherwise, words and expressions in capitals that are not defined in this Deed have the meaning given in the Terms and Conditions unless the context requires otherwise, and the rules of interpretation set out in the Terms and Conditions also apply to this Deed. A reference to conditions means conditions of the Terms and Conditions.

 

2.

Purpose and operation of the Trust

 

2.1

Purpose of the Trust

 

The Trustee will hold the Trust Fund on trust for the benefit of Participants in accordance with these Terms and Conditions.

 

 

2.2

Trustee obligations

 

The Trustee agrees to comply with its obligations under these Terms and Conditions and Schedule 2, and will deal with all Plan Shares accordingly.

 

2.3

Receipt of money or money’s worth

 

If the Trustee receives any money or money's worth in respect of a Participant's Plan Shares, the Trustee will pay it over to the Participant as soon as practicable:

 

2.3.1

unless it consists of new shares within the meaning of paragraph 87 of Schedule 2;

 

2.3.2

unless paragraphs 62 to 69 of Schedule 2 (Cash dividends and dividend shares) require otherwise;

 

2.3.3

subject to the Trustee’s obligations under sections 510 – 514 of ITEPA (PAYE); and

 

2.3.4

subject to any PAYE obligation of the Trustee within the meaning of paragraph 99(1) of Schedule 2.

 

2.4

Reliance on information

 

The Trustee will, in the absence of manifest error, be able to rely on information provided by any Member of the Group or any Participant to enable the Trustee to fulfil its obligations under this Deed.

 

3.

Trust Fund

 

3.1

Initial contribution

 

The Company has made the contribution of £100 to the Original Trustee for the purposes of the Trust.

 

3.2

Further contributions

 

Further contributions may be made to the Trust in any form.

 

3.3

Forming the Trust Fund

 

All contributions, together with any income arising from them and any assets in which they are invested, will be held on the terms of the Trust as part of the Trust Fund.

 

4.

Trustee’s powers – general

 

4.1

Acquisition of Shares

 

The Trustee may use the Trust Fund to acquire Shares to be held as Unallocated Shares for the purposes of these Terms and Conditions.

 

4.2

Selling Shares to pay Tax

 

If a liability to Tax arises in relation to a Participant’s Plan Shares, for which the Trustee is liable to account through PAYE (including under sections 510 to 512 of ITEPA (PAYE)), the Trustee can meet the obligation:

 

4.2.1

by disposing of any of those Shares (or any of the Participant’s other Plan Shares); or

 

4.2.2

by the Participant paying cash to the Trustee to discharge the obligation.

 

A disposal of Shares would include the Trustee purchasing the Shares for Market Value.

 

 

4.3

General powers

 

The Trustee has the power, with the agreement of the Company:

 

4.3.1

to borrow funds to acquire Shares for the purposes of these Terms and Conditions;

 

4.3.2

to deal with the Trust Fund as necessary or desirable, subject to the Trustee’s obligations in relation to these Terms and Conditions; and/or

 

4.3.3

to pay any other reasonable expenses incurred by the Trustee.

 

4.4

Voting

 

The Trustee:

 

4.4.1

will abstain from voting in relation to a Participant’s Plan Shares, if the Trustee has not received the Participant’s written direction by the deadline specified by the Trustee;

 

4.4.2

will not be entitled to vote on a show of hands on a resolution in respect of any Plan Shares unless all directions received from Participants, who have given directions in respect of that resolution, are identical;

 

4.4.3

will not be under any obligation to call for a poll; and

 

4.4.4

will abstain from voting on any Unallocated Shares, unless the Company directs otherwise in which case:

 

(i)

the Company cannot direct the Trustee as to how to exercise its vote; and

 

(ii)

the Trustee may, in its absolute discretion, vote or abstain from voting.

 

4.5

Making regulations

 

The Trustee may make such regulations relating to its rights and obligations for administering these Terms and Conditions as it considers necessary or desirable.

 

4.6

Delegation of powers and duties

 

The Trustee may:

 

4.6.1

delegate to any person the exercise of any powers and obligations of the Trustee, except this power of delegation;

 

4.6.2

allow any part of the Trust Fund to be held in the name of a nominee on behalf of the Trustee; and

 

4.6.3

act on the advice of any professional person.

 

If the Trustee delegates any powers or obligations in relation to these Terms and Conditions, that will not relieve the Trustee of any obligation imposed on the Trustee under these Terms and Conditions.

 

5.

Plan Shares

 

5.1

Partnership Shares

 

If the Company instructs the Trustee to make an Award of Partnership Shares, the Trustee will comply with the Company's instructions.

 

 

5.2

Holding and application of Partnership Share Money

 

The Trustee will:

 

5.2.1

accept Partnership Share Money and hold those funds upon trust on behalf of the Participant, but will not be obliged to deposit those funds in an interest-bearing account;

 

5.2.2

hold Partnership Share Money in an account with a person, firm or building society as set out in paragraph 49(3) of Schedule 2;

 

5.2.3

account to each Participant for any interest earned on the Participant’s Partnership Share Money, if the money is held in an interest-bearing account;

 

5.2.4

deal with each Participant's Partnership Share Money in accordance with these Terms and Conditions;

 

5.2.5

apply Partnership Share Money to award Partnership Shares;

 

5.2.6

hold Partnership Shares upon trust for the benefit of the Participant; and

 

5.2.7

deal with a Participant’s Partnership Shares and any rights attaching to those Shares in accordance with these Terms and Conditions.

 

5.3

Surplus Partnership Share Money

 

Any surplus Partnership Share Money remaining after an Award of Partnership Shares may, with the agreement of the Participant, be carried forward by the Trustee but, in any other case, must be paid to the Participant as soon as practicable.

 

Any Partnership Share Money held on a Participant’s behalf will be paid over to the Participant as soon as practicable if the Participant ceases Relevant Employment, withdraws from a Partnership Share Agreement or if the Company issues a notice to terminate these Terms and Conditions.

 

5.4

Free and Matching Shares

 

If the Company instructs the Trustee to make an Award of Free Shares or Matching Shares, the Trustee will comply with the Company’s instructions to the extent that the Trust Fund is sufficient to do so.

 

5.5

Dividend Shares

 

If the Company or, with the agreement of the Company, a Participant instructs the Trustee to use cash dividends paid in respect of Plan Shares to award Dividend Shares, the Trustee will comply with those instructions.

 

5.6

Carry forward of cash dividends

 

To the extent that cash dividends have been retained for the purposes of awarding Dividend Shares but are not sufficient to acquire a Share, they may, with the agreement of the Participant, be carried forward by the Trustee but, in any other case, must be paid to the Participant as soon as practicable.

 

The Trustee:

 

5.6.1

will hold any amount of carried forward cash dividends so it is separately identifiable;

 

5.6.2

is not obliged to deposit carried forward cash dividends in an interest-bearing account; and

 

5.6.3

will pay any amount of carried forward cash dividends to the Participant as soon as practicable if:

 

(i)

the Participant ceases Relevant Employment;

 

 

(ii)

the Company issues a notice to terminate these Terms and Conditions; or

 

(iii)

the cash dividends are no longer required to be retained for reinvestment in Dividend Shares.

 

5.7

Award Notice

 

As soon as practicable after the Trustee has awarded any Plan Shares, the Trustee will give each Participant receiving Plan Shares on that occasion a notice, in a form agreed between the Company and the Trustee, that meets the requirements of paragraph 75 of Schedule 2. The notice will include:

 

5.7.1

the number and description of the Shares;

 

5.7.2

if the Shares are subject to a Restriction, details of the Restriction;

 

5.7.3

in the case of any Free Shares, Dividend Shares or Matching Shares, the Holding Period applicable to the Shares;

 

5.7.4

in the case of any Free Shares or Matching Shares, the Initial Market Value of the Shares;

 

5.7.5

in the case of any Partnership Shares:

 

(i)

the amount of Partnership Share Money applied by the Trustee in acquiring the Shares;

 

(ii)

the Market Value of a Share used to determine the number of Partnership Shares awarded in accordance with condition 7.7 (Acquisition of Partnership Shares – no Accumulation Period) or condition 7.8 (Acquisition of Partnership Shares – with Accumulation Period); and

 

(iii)

the amount of any surplus Partnership Share Money carried forward; and

 

5.7.6

in the case of any Dividend Shares:

 

(i)

the Market Value of a Share used to determine the number of Dividend Shares awarded in accordance with condition 9.4 (Number of Dividend Shares); and

 

(ii)

the amount of any carried forward cash dividend.

 

5.8

Effect of Holding Period

 

The Trustee will not dispose of any Free Shares, Matching Shares or Dividend Shares held on behalf of a Participant during the Holding Period, unless the Participant has at that time ceased to be in Relevant Employment or as allowed by paragraphs 37, 77, 79 and 90(5) of Schedule 2.

 

5.9

Participant instructions

 

The Trustee will only dispose of a Participant's Plan Shares and deal with any rights to be allotted other shares, securities or rights conferred in respect of a Participant’s Plan Shares in accordance with directions given by or on behalf of the Participant, subject to clauses 4.2 (Selling Shares to pay Tax) and 5.8 (Effect of Holding Period).

 

6.

Cash dividends – general

 

6.1

Foreign cash dividends

 

If the Trustee receives a cash dividend on Plan Shares paid by a company not resident in the UK, the Trustee will give the Participant notice of any amount of foreign tax already deducted.

 

 

6.2

Dividend waiver

 

Until the Company directs otherwise, the Trustee waives all rights to dividends on Unallocated Shares.

 

7.

Entitlements

 

7.1

Rights issues

 

If the Company makes an offer conferring any rights on holders of Shares to acquire, for payment, additional shares, securities or rights, the Trustee will allocate the rights in proportion to the number of Plan Shares held on behalf of each Participant. The Trustee will not be required to exercise any rights attributable to a Participant’s Plan Shares unless the Participant:

 

7.1.1

has paid the full amount payable (if any) for exercise of the rights; or

 

7.1.2

has authorised the Trustee to sell sufficient of the rights, nil paid, to pay the full amount to acquire the balance of the rights.

 

The Trustee will take no action in relation to the rights unless it has received instructions from the Participant at least 5 Business Days (or a later date determined by the Trustee) before the last day on which the rights may be exercised.

 

7.2

Other entitlements

 

Where new rights or securities by way of capitalisation are to be allotted in respect of Plan Shares, the Trustee will allocate the rights or securities in proportion to the number of Plan Shares held on behalf of each Participant.

 

The Trustee will use its best endeavours to sell any balance of rights or securities relating to Plan Shares which are not able to be allocated and will distribute the net proceeds of sale (after deducting any expenses of sale and any Tax which may be payable) among the Participants whose allocation was rounded down.

 

7.3

Treatment of new securities

 

In any circumstances in which the Trustee receives new shares, securities or rights which are deemed to be Plan Shares, the Trustee will treat them as awarded to the Participants on the Award Date(s) of the Plan Shares to which they relate.

 

If an allocation would give rise to a fraction of a share or security the Trustee will round that allocation down to the next whole share or security.

 

8.

Information and accounting for tax

 

8.1

Requirement to maintain records

 

The Trustee will maintain records as may be necessary to enable it or an existing or former employing company to carry out its PAYE obligations (including under sections 510 to 514 of ITEPA (PAYE)) and will provide any information to the employing company as the Company reasonably requires.

 

The Trustee will also maintain records of Participants who are participating or have participated in one or more other Schedule 2 SIPs established by the Company or a Connected Company.

 

 

8.2

PAYE accounting

 

Unless section 511 or 514 of ITEPA (PAYE deductions to be made by trustees) applies, the Trustee will ensure that Participating Companies (and/or other existing or former employing companies) receive any:

 

8.2.1

amounts deducted from payments made pursuant to these Terms and Conditions; and/or

 

8.2.2

any capital receipt (within the meaning in section 502 of ITEPA) that constitutes employment income in respect of PAYE withholdings,

 

in sufficient time for them to account for the amounts to HMRC.

 

8.3

Duty to notify Participants in relation to tax

 

The Trustee will inform each Participant of any facts relevant to determining any liability of that Participant to income tax (whether under ITEPA or Chapter 3 or Chapter 4 of Part 4 of the Income Tax (Trading and Other Income) Act 2005) or to national insurance contributions by reason of an occurrence of an event.

 

8.4

Trust accounts

 

The Trustee will prepare annual accounts of the Trust. The Company may request that annual accounts be audited by an auditor nominated or approved by the Company.

 

9.

Appointing and removing Trustees

 

9.1

Number of persons

 

The minimum number of persons to be Trustee of the Trust will be one corporation or two individuals.

 

If the number of persons to be Trustee is reduced below the minimum number, the remaining persons constituting the Trustee may, with the written consent of the Company, continue to exercise all the powers of Trustee until the minimum number is appointed.

 

There is no limit on the number of persons that may be Trustee, but if there is more than one person, decisions will be made by a majority.

 

9.2

Power to appoint or remove Trustees

 

The Company may:

 

9.2.1

appoint new or additional persons to act as Trustee; and/or

 

9.2.2

with 90 days’ written notice (or a shorter period agreed with the Trustee), remove any persons acting as Trustee.

 

The Company is not required to give any reason for the exercise of this power.

 

9.3

Retirement

 

If a person wishes to retire as Trustee, they may do so by giving at least 90 days’ notice in writing to the Company. The Company may agree to a shorter period.

 

On the expiry of the notice period, the retiring Trustee will cease to be a Trustee, unless at that time there would be no person left as Trustee.

 

If there is no person to whom the notice could be addressed, the retiring Trustee will have the power to appoint a new person to act as Trustee upon its retirement.

 

 

9.4

Outgoing Trustee

 

Any outgoing Trustee may require that it is provided with reasonable security for liabilities before transferring all Trust property to the continuing or new Trustee. Security will not be provided if the liability arises in connection with the outgoing Trustee's fraud, misconduct or negligence.

 

An outgoing Trustee will do all things necessary to vest the Trust Fund and all other Trust property in the continuing or new Trustee.

 

9.5

Residence of the Trustee

 

The Trustee will at all times be resident in the United Kingdom for tax purposes.

 

10.

Trustee remuneration, expenses and liability

 

10.1

Remuneration

 

A corporate Trustee will be entitled to reasonable remuneration for its services as Trustee in accordance with the terms and conditions of the service agreed with the Trustee.

 

A Trustee who is a solicitor or other professional will be entitled to charge and be paid for all normal professional or other charges for services provided, or time spent personally or by such Trustee’s firm, in the operation of the Trust.

 

10.2

Indemnity

 

The Company will keep the Trustee and each officer or employee of any corporate Trustee fully indemnified against any actions, claims, costs, demands, expenses and liabilities to which they become liable as Trustee, unless the actions, claims, costs, demands, expenses and liabilities fall within clause 10.4 (Exclusions).

 

10.3

Paying expenses and liabilities

 

All expenses and liabilities incurred by the Trustee and each officer or employee of any corporate Trustee, in the operation of the Trust, will be met out of the Trust Fund (if the assets of the Trust Fund are sufficient) or by the Company, unless they fall within clause 10.4 (Exclusions).

 

10.4

Exclusions

 

Actions, claims, costs, demands, expenses and liabilities will not be covered if they are:

 

10.4.1

attributable to fraud, misconduct or negligence by the Trustee or an officer or employee of any corporate Trustee;

 

10.4.2

covered by insurance as described in clause 10.5 (Power to insure); or

 

10.4.3

beyond the ordinary administration and management of the Trust, unless the Company agrees.

 

10.5

Power to insure

 

The Trustee may:

 

10.5.1

insure any of the assets of the Trust Fund against loss caused by the Trustee or any of its officers, employees, agents or delegates;

 

10.5.2

insure itself and any of its officers, employees, agents or delegates against liability for breach of trust; and

 

10.5.3

pay the premiums from the Trust Fund,

 

providing the insurance does not cover the fraud, misconduct or negligence of such persons.

 

 

11.

Third party rights

 

Except as otherwise expressly stated to the contrary, nothing in this Deed confers any benefit, right or expectation on any persons other than an Eligible Employee, Participant, the Trustee or a Member of the Group. No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 (or any similar local legislation in an overseas jurisdiction) to enforce any clause of this Deed.

 

12.

Counterparts

 

This Deed may be executed in one or more counterparts, each of which, when executed, will be an original and together constitute one and the same instrument.

 

13.

Irrevocability

 

The trusts declared in this Deed are irrevocable.

 

14.

Termination

 

14.1

Termination of the Trust

 

The Trust will continue for a period of 125 years commencing on the date of this Deed except where these Terms and Conditions are terminated under condition 15 (Changing these Terms and Conditions and termination), in which case the Trust will be wound up subject to the Trustee’s compliance with that condition.

 

After a termination notice has been issued under these Terms and Conditions, the Trustee will act in accordance with condition 15.6 (Consequences of termination).

 

14.2

Residue of Trust Fund

 

If any assets (including Unallocated Shares and cash) remain in the Trust Fund at a time when the Trust no longer holds any Plan Shares, those assets will, to the extent the Board directs, cease to be part of the Trust Fund. If the Board so directs, the Trustee will (after paying any expenses and liabilities of the Trustee):

 

14.2.1

sell any Unallocated Shares and other assets;

 

14.2.2

hold any cash on trust; and

 

14.2.3

apply the net proceeds of sale, the cash and any remaining assets not sold for the benefit of the Company and any current or former Participating Companies whose employees are Participants in such proportions, having regard to their respective contributions to the Trust Fund, as the Board directs.

 

15.

Governing law and jurisdiction

 

Notwithstanding section 14.8 of the Plan, the laws of England and Wales govern this Deed and the Trust, and the courts of England and Wales have exclusive jurisdiction in respect of any disputes arising in connection with this Deed and the Trust.

 

This Deed has been delivered as a deed by the parties on the above date.

 

 

[EXECUTED AS A DEED by INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD. acting by:	) ) ) )	…………………………………………………. Director   …………………………………………………. Director]
[EXECUTED AS A DEED by INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD. acting by:	) ) ) )	…………………………………………………. Director   …………………………………………………. Secretary]
EXECUTED AS A DEED by GLOBAL SHARES TRUSTEES (UK) LIMITED acting by:	) ) )
		…………………………………………………. Director   …………………………………………………. Director

 

 

IGI (UK) Stock Purchase Plan

(29)

 

Exhibit 10.9

 

Amendment No. 1 to THE
INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.

2020 OMNIBUS INCENTIVE PLAN

 

This Amendment No. 1 dated 9 August 2024 (this “Amendment”) to the International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”) amends and supersedes certain information in the 2020 Omnibus Plan. Except as set forth below, all provisions of the 2020 Omnibus Plan shall remain in full force and effect. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the 2020 Omnibus Plan.

 

WHEREAS, the 2020 Omnibus Plan became effective on 17 March 2020;

 

WHEREAS, the Company desires to amend the 2020 Omnibus Plan as hereinafter provided in order to decrease the number of Common Shares issuable under the 2020 Omnibus Plan from 4,844,730 to 4,444,730; and

 

WHEREAS, the Board approved the substance of this Amendment on [9] August 2024, and accordingly, the Company desires to amend the 2020 Omnibus Plan as hereinafter provided.

 

NOW, THEREFORE, the 2020 Omnibus Plan is hereby amended as follows:

 

1.

Decrease in the Number of Common Shares Subject to the 2020 Omnibus Plan. Section 4.1(a) of the 2020 Omnibus Plan is amended to read in its entirety as follows:

 

4.1 Shares.

 

(a) The aggregate number of Common Shares that may be issued with respect to Awards which may be granted under the Plan shall not exceed 4,444,730 Common Shares (subject to any increase or decrease pursuant to Section 4.2) (the “Award Cap”), which may be either authorized and unissued Common Shares or Common Shares held in or acquired for the treasury of the Company or both. The maximum number of Common Shares with respect to which Incentive Stock Options may be granted under the Plan shall be a number of Common Shares equal to 100% of the Award Cap. With respect to Share Appreciation Rights settled in Common Shares, upon settlement, the total number of Common Shares subject to such Share Appreciation Rights shall count against the aggregate and individual share limitations set forth under this Section 4.1. In consideration for the Participant’s continuous service to the Company, any Common Shares that are issued under the Plan shall be issued fully paid.

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to Registration Statement on Form S-8 No. 333-238918 pertaining to the 2020 Omnibus Incentive Plan of International General Insurance Holdings Ltd., (the “Registrant”), the Registrant’s IGI (Global) Stock Purchase Plan and the Registrant’s IGI (UK) Stock Purchase Plan of our report dated April 8, 2024 with respect to the consolidated financial statements of the Registrant for the year ended December 31, 2023, which is included in its Annual Report on Form 20-F, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

London, United Kingdom

August 9, 2024

 

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