Subject to the succeeding Rules of this Sub-Plan, the rules of the Plan are incorporated into the Rules of this Sub-Plan.

In the event of any conflict between the Rules of this Sub-Plan and the rules of the Plan, the Rules of this Sub-Plan shall prevail as regards Options awarded under this Sub-Plan to Eligible Employees based in the UK with the intention that they qualify as tax-advantaged CSOP options under Schedule 4.

Subject to Rule 2.2, words and expressions defined in the rules of the Plan shall have the same meaning for the purposes of this Sub-Plan.

In this Sub-Plan the following words and expressions shall have, where the context so admits, the following meanings:

The definitions in Rule 2.2 shall only apply for the purposes this Sub-Plan and shall replace any definitions of the same words and expressions in the Sections of the Plan but only for the purposes of this Sub-Plan.

In these Rules, reference to any enactment shall be construed as a reference to that enactment as from time to time amended, modified, extended or re-enacted and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant enactment.

Only Options may be granted to a Participant under this Sub-Plan.

Options may be settled in Shares only and not in cash, other securities, other property or in any other asset.

Options may be exercised only by payment of the Exercise Price in cash or pursuant to a cashless exercise facility under Rule 7(l).

Options may not be cancelled, forfeited or suspended other than as provided by the Rules.

The delivery of Shares following the exercise of an Option may not be deferred automatically or at the election of the Participant or the Committee other than as provided by the Rules.

The Committee may not accelerate the vesting or exercisability of any Option in any circumstances other than as provided by the Rules.

The Committee shall exercise any discretion and make any determination in respect of rights arising from Options once granted under this Sub-Plan acting fairly and reasonably.

No Option may be granted under this Sub-Plan unless the Shares satisfy the conditions specified in paragraphs 16 to 20 inclusive of Schedule 4 on the Date of Grant.

An Option shall be limited and take effect so that no Participant holds subsisting CSOP Options over shares with a total Fair Market Value in excess of £30,000 or such other limit as may be prescribed by Schedule 4 from time to time. Fair Market Value shall be measured for this purpose on the date of grant of the CSOP Option or on earlier date determined in accordance with paragraph 6(3) of Schedule 4. A CSOP Option is not subsisting for this purpose to the extent it has lapsed, been surrendered, renounced or exercised.

The Exercise Price per Share for each Option shall not be less than the Fair Market Value of such Share determined as of the Date of Grant.

The sterling equivalent of the Exercise Price for the purposes of applying clauses (b) and (c) above shall be the amount converted into pounds sterling using the rate published in the Financial Times for the Date of Grant or at such other rate as may be agreed from time to time with HMRC Shares and Assets Valuation.

For Options granted under this Sub-Plan, the Award agreement shall state that the Options have been granted under the terms of this Sub-Plan and shall include the Date of Grant, the number and description of the Shares subject to the Option, the Exercise Price, details of when the Option may be exercised, details of when the Option will lapse, details of any restrictions to which the Shares may be subject, details of any conditions to be met prior to exercise and a statement that the Option may not be transferred, assigned or charged except following the death of a Participant in accordance with this Sub-Plan.

Any vesting terms, performance conditions or other conditions attaching to an Option granted shall be objective, set out in full in the Award agreement, such that rights to exercise an Option after the attainment or fulfilment of such objective terms or conditions shall not be dependent upon the discretion of any person, and not capable of amendment unless events happen which cause the Committee to consider that the term or condition has ceased to be appropriate. If the Committee considers that any such amendment is appropriate, the amended term or condition must, in the opinion of the Committee, be fair and reasonable and no more difficult to satisfy than the original term or condition and Section 7 of the Plan and the Award agreement shall be construed accordingly.

An Option shall vest and may be exercised in full by the Participant within 6 months of the date when the Participant ceases to be an employee of any Group Company by reason of:

injury or Disability provided the Committee is satisfied, on production of such evidence as it may reasonably require, that the individual has ceased to exercise and, by reason of the injury or Disability, is incapable of exercising that employment and is likely to remain so for the foreseeable future;

redundancy within the meaning of the UK Employment Rights Act 1996 or a closely comparable overseas provision;

retirement with the consent of his employer, acting fairly and reasonably;

his employing company ceasing to be a Group Company;

his employment being transferred outside the Group in circumstances where this is a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or a closely comparable overseas provision; or

for a reason other than one provided elsewhere by this Rule 7(g) if the Committee, acting fairly and reasonably, determines within 60 days of his cessation of employment that the Participant may exercise his Option.

An Option shall vest and may be exercised in full following the death of a Participant by his personal representatives, in which case it must be exercised within 12 months of the date of his death and shall then lapse.

No Option may be transferred assigned or charged, and any purported transfer shall be void provided that this Rule 7(i) shall not prevent the Option of a deceased Participant from being exercised by his personal representatives.

No Option may be exercised while this Sub-Plan is and is intended by the Company to remain tax-advantaged under Schedule 4 unless the Shares satisfy the conditions specified in paragraphs 16 to 20 inclusive of Schedule 4.

A Participant may not exercise his Option at any time when he is precluded by paragraph 9 of Schedule 4 from participating in this Sub-Plan.

Options shall be exercisable by the Participant giving a notice of exercise to the Company, and shall be satisfied by the issue or transfer of Shares with the same rights attaching to them as issued shares of the same class as appropriate within 30 days of the date the Company receives such notice. The notice of exercise shall be accompanied by payment of the Exercise Price. Such payment shall be made in cash, by cheque or by a transfer of cash funds, unless the Company provides a cashless exercise facility to enable the Participant to provide funds to pay the Exercise Price and/or all applicable required withholding taxes. Any such facility shall allow the Participant to choose to pay the Exercise Price in cash, by cheque or by a transfer of cash funds; in the alternative, if the Participant chooses to do so, the facility shall enable the Participant to authorise the sale on his behalf of such number of Shares as shall be required, net of any selling costs, to cover the aggregate Exercise Price and/or all applicable required withholding taxes. A Participant may not otherwise pay the Exercise Price in Shares or by any other method and net settlement is not permitted under this Sub-Plan.

Section 7(d) of the Plan shall take effect for the purposes of this Sub-Plan as if the following wording was omitted:

Provided that the Participant has met his obligations under Section 7 of the Plan, the Company shall satisfy the exercise of an Option by issuing or transferring or procuring the issue or transfer of Shares to the Participant with the same rights attaching to them as shares of the same class as appropriate within 30 days of the date the Company receives a notice of exercise.

All Shares allotted under this Plan shall rank equally in all respects with Shares of the same class then in issue except for any rights attaching to Shares by reference to a record date prior to the date of allotment.

Section 7(e) of the Plan shall not apply to this Sub-Plan.

The Committee may adjust the number of Shares subject to outstanding Options and/or the Exercise Price with respect to any outstanding Options only so far as is necessary to take account of any variation of the share capital of the Company including, without limitation, any capitalisation, rights issue, consolidation, sub-division or reduction of capital. Any such adjustment shall be determined by the Committee at its discretion, acting fairly and reasonably, but shall be effective only to the extent that it is in accordance with paragraph 22 of Schedule 4. Any such adjustment shall take effect from the record date on which the respective variation applied to the Shares. Any Options that are exercised within the period from the record date to the date when the Options are adjusted shall also be subject to the adjustment. The Company shall take such steps as it considers necessary to notify the Participants of any such adjustment and may call in, cancel or reissue any Award agreement. For the avoidance of doubt, Options may not be adjusted in the event of a merger, split-up, split-off, spin-off or in any circumstance other than a variation of share capital.

The Award agreement shall set out in full any accelerated vesting terms that shall apply in the event of a Change in Control or winding-up of the Company. Unless provided otherwise in the relevant Award agreement, all Options shall lapse on the occurrence of a Change in Control or winding-up event.

Sections 12(ii) and (iii) of the Plan shall not apply to this Sub-Plan.

The tax withholding provisions shall apply only in respect of any liability that arises by virtue of the exercise of an Option.

The tax withholding provisions shall permit the Company or other relevant person to withhold Shares only after a Participant has first been given the opportunity to meet any such liability from his own resources (either by salary deduction or payment to the Company or other relevant person). The tax withholding provisions shall then permit the Company or other relevant person to sell only Shares sufficient to cover the tax liability and only after the valid exercise of the Option, with the remaining Shares being issued or transferred to the Participant.

The option herein granted shall become exercisable in whole or in part as follows:

Exercisable as to 25% of the shares (rounded down to the nearest whole share) on the first anniversary of the grant date;

Exercisable as to an additional 25% of the shares (rounded down to the nearest whole share) on the second anniversary of the grant date;

Exercisable as to an additional 25% of the shares (rounded down to the nearest whole share) on the third anniversary of the grant date;

Exercisable in its entirety on and after the fourth anniversary of the grant date; and

Exercisable in its entirety ( i ) upon the death of the Participant, ( ii ) in the event of the Participant ceasing to be an employee of the Company or any of its subsidiaries by reason of injury, Disability, redundancy or retirement of the Participant, ( iii ) in the event of the Participant ceasing to be an employee of the Company or any of its subsidiaries by reason of a qualifying sale of the employing company or business as provided by the Rules of the Plan, or ( iv ) in the event that the Committee, acting fairly and reasonably, determines within 60 days of the Participant ceasing to be an employee of the Company or any of its subsidiaries, that he may exercise his option. In the event of the death of a Participant, the Option shall remain

exercisable by the Participant’s personal representatives for a period of twelve months following the death and shall then lapse. On any other event giving rise to a right of early exercise under this paragraph, the option must be exercised within six months of giving or being given notice of termination of employment for a relevant reason and shall then lapse.

Other than as provided in clause (e) of this Section 1 above, no option herein granted shall become exercisable following termination of the Participant’s employment from the Company or any of its subsidiaries. Where the Participant’s employment is terminated other than as provided in clause (e)(i) to (iii) of this Section 1 above, no option shall become exercisable following termination of the Participant’s employment from the Company or any of its subsidiaries unless and until the Committee determines that the option shall become exercisable as provided in clause (iv) of this Section 1 above.

The unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void at the time of the earliest of the following to occur:

the expiration of ten years from the date on which the option was granted;

the expiration of 60 days from the date of termination of the Participant’s employment from the Company (including in connection with the sale of the subsidiary, division or business unit that employs such Participant) or any of its subsidiaries; provided, however , that

if the Participant’s employment from the Company or any of its subsidiaries terminates by reason of injury, Disability, redundancy or retirement of the Participant, or in the event of a qualifying sale of the employing company or business, or in the event that the Committee otherwise determines that his option shall become exercisable, as provided in sub-paragraph 1(e) above, the provisions of sub-paragraph (c) below shall apply,

if the Participant shall die during employment by the Company or any of its subsidiaries or during the 60-day period following the date of termination of such employment, the provisions of sub-paragraph (d) below shall apply,

if Section 2(b)(i) applies, the expiration of 6 months after termination of the Participant’s employment from the Company or any of its subsidiaries;

if Section 2(b)(ii) applies, the expiration of 12 months after the death of the Participant.

The full price for each of the shares purchased pursuant to the option herein granted shall be $ XX.XX .

Full payment for shares purchased by the Participant shall be made at the time of the exercise of the option in whole or in part. No shares shall be issued until full payment therefore has been made, and the Participant shall have none of the rights of a shareholder with respect to any shares subject to this option until such shares shall have been issued.

No option granted hereunder may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

In the event of a variation in the share capital of the Company (as defined in Section 12 of the Plan) the Company’s may adjust the option in a manner consistent with Section 12 of the Plan.

The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan, and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant with or without cause at any time for any reason whatsoever. Although over the course of employment terms and conditions of employment may change, the at-will term of employment will not change.

The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent of the Participant under the Plan.

This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.