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.
Reference is made to the list of exhibits at the end of this Registration
Statement, which is incorporated by reference herein.
| (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 9th 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
II-6
Exhibit 5.1
![A close up of a logo
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1794338/000121390024067122/ex5-1_001.jpg) |
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.
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 |
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. |
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. |
| 3.1. | 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. |
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
![](https://www.sec.gov/Archives/edgar/data/1794338/000121390024067122/ex10-6_001.jpg)
TERMS
AND CONDITIONS
OF
THE
IGI
(GLOBAL) sTOCK pURCHASE PLAN
![](https://www.sec.gov/Archives/edgar/data/1794338/000121390024067122/ex10-6_002.jpg)
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
(i)
IGI
(Global) Stock Purchase Plan
Terms and Conditions
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);
IGI (Global) Stock Purchase Plan
Page 1 of 22
“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:
| (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;
IGI (Global) Stock Purchase Plan
Page 2 of 22
“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.
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.
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.
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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 |
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.
The
Board may issue invitations to Eligible Employees to participate in:
| 4.2.2 | Partnership
Share Awards; and |
| 4.2.3 | if
Partnership Share Awards are to be granted, Matching Share Awards. |
Subject
to any Dealing Restrictions, invitations under these Terms and Conditions may be issued at any time.
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. |
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.
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.
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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.
For
the purposes of this condition 5 (Free Share Awards), references to “Awards” means Free Share Awards.
Where
there is an invitation to participate in an Award, the Board will approve the terms of the Award, including:
| 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. |
| 5.4.1 | 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). |
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| 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 |
For
the purposes of this condition 6 (Partnership Share Awards), references to “Awards” means Partnership Share 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). |
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|
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. |
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. |
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.
| 6.8.1 | 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. |
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| 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.
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.
For
the purposes of this condition 7 (Matching Share Awards), references to “Awards” means Matching Share Awards.
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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.
The
Board will approve the terms of an Award, which will be set out in the Partnership Share Agreement, including:
| 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.
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.
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The
Board may decide that a Partnership Share Award and any related Matching Share Award will be an Evergreen Award.
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. |
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).
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 |
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.
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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.
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 |
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.
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.
| 10.4.1 | 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. |
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| 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. |
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.
The
Company will arrange payment of any share transfer taxes on settlement of any Award.
| 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. |
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.
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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.
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.
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| 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.
| 13.1 | 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.
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.
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 |
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| 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).
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).
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.
If
Free Share Awards only Vest in part under this condition 14 (Corporate events), they will Lapse to the extent they do not Vest.
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 |
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| 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. |
Any
such exchange under condition 15.2 (Application of condition) will take place on (or as soon as practicable after) the relevant event.
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 |
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.
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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.
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.
IGI (Global) Stock Purchase Plan
Page 17 of 22
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. |
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.
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. |
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.
These
Terms and Conditions may operate using newly issued Shares, Shares transferred from treasury and/or Shares purchased in the market.
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.
Any
notice or other communication required under these Terms and Conditions will be given in writing, which may include electronic means.
IGI (Global) Stock Purchase Plan
Page 18 of 22
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.
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.
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.
None
of the benefits that may be received under these Terms and Conditions are pensionable.
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).
IGI (Global) Stock Purchase Plan
Page 19 of 22
| 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.
| 20.1 | 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.
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.
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.
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.
IGI (Global) Stock Purchase Plan
Page 20 of 22
| 21. | Changing
these Terms and Conditions and termination |
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.
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. |
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.
IGI (Global) Stock Purchase Plan
Page 21 of 22
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] |
![](https://www.sec.gov/Archives/edgar/data/1794338/000121390024067122/ex10-7_002.jpg)
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
(i)
IGI (UK) Stock Purchase
Plan
Terms and Conditions
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);
IGI (UK) Stock Purchase Plan
(1)
“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;
IGI (UK) Stock Purchase Plan
(2)
“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.
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.
IGI (UK) Stock Purchase Plan
(3)
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.
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.
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.
IGI (UK) Stock Purchase Plan
(4)
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.
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.
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.
The Board may issue invitations to
Eligible Employees to participate in an Award of:
| 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. |
Subject to any Dealing Restrictions,
invitations under these Terms and Conditions may be issued at any time.
IGI (UK) Stock Purchase Plan
(5)
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: |
| (ii) | length of service; and/or |
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 |
IGI (UK) Stock Purchase Plan
(6)
| (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. |
| 6.3.1 | 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.
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.
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.
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.
IGI (UK) Stock Purchase Plan
(7)
| 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.
| 7.1 | 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). |
IGI (UK) Stock Purchase Plan
(8)
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.
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.
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.
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; |
IGI (UK) Stock Purchase Plan
(9)
| 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. |
IGI (UK) Stock Purchase Plan
(10)
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. |
Partnership Shares cannot be forfeited.
| 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. |
IGI (UK) Stock Purchase Plan
(11)
| 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.
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).
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.
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.
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.
IGI (UK) Stock Purchase Plan
(12)
| 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.
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.
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; |
IGI (UK) Stock Purchase Plan
(13)
| 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). |
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. |
Dividend Shares cannot be forfeited.
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. |
IGI (UK) Stock Purchase Plan
(14)
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.
Any share transfer taxes arising
on an Award of Plan Shares will be payable by the Trustee (and reimbursed by the Company).
| 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.
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.
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. |
IGI (UK) Stock Purchase Plan
(15)
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. |
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.
Plan Shares may be newly issued Shares,
Shares transferred from treasury and/or Shares purchased in the market.
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.
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.
IGI (UK) Stock Purchase Plan
(16)
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.
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.
None of the benefits that may be
received under these Terms and Conditions are pensionable.
| 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.
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.
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 |
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. |
IGI (UK) Stock Purchase Plan
(17)
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 |
| (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. |
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:
| 15.5.2 | 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 |
IGI (UK) Stock Purchase Plan
(18)
| 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. |
The
date referred to in condition 15.6.2, is:
| (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.
IGI (UK) Stock Purchase Plan
(19)
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.
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 |
The Trustee will hold the Trust Fund
on trust for the benefit of Participants in accordance with these Terms and Conditions.
IGI (UK) Stock Purchase Plan
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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.
The Company has made the contribution
of £100 to the Original Trustee for the purposes of the Trust.
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 |
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.
IGI (UK) Stock Purchase Plan
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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. |
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. |
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.
If the Company instructs the Trustee
to make an Award of Partnership Shares, the Trustee will comply with the Company's instructions.
IGI (UK) Stock Purchase Plan
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| 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.
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; |
IGI (UK) Stock Purchase Plan
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| (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. |
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.
IGI (UK) Stock Purchase Plan
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Until the Company directs otherwise,
the Trustee waives all rights to dividends on Unallocated Shares.
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.
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.
IGI (UK) Stock Purchase Plan
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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.
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 |
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.
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.
IGI (UK) Stock Purchase Plan
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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 |
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.
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).
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. |
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.
IGI (UK) Stock Purchase Plan
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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.
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.
The trusts declared in this Deed
are irrevocable.
| 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.
IGI (UK) Stock Purchase Plan
(28)
[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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