Notice of Annual General Meeting - Sports Direct International

Notice of Annual General Meeting
continued
CoNTINUED EMPLoYMENT CoNDITIoN
Awards will normally only vest if the participant remains employed by the Group until the relevant vesting date.
If a participant ceases to be employed by a Group company before a performance condition has been declared satisfied,
the relevant Award will lapse.
If a participant ceases to be employed by a Group company after a performance condition has been declared satisfied but
before the relevant vesting date the relevant Award will lapse unless the reason for cessation of employment is either:
(a) death of the participant in which case the full number of shares under the relevant Award will vest and will be
released to his personal representatives as soon as practicable following his death. Where the Award is made in the
form of a nil cost option, the Award will become exercisable for twelve months; or
(b) for any other reason that is determined by the Committee in its absolute discretion. In this case, an unvested award
will vest to the extent permitted by the Committee in its absolute discretion, taking into account the period of time
which has elapsed between the grant of that Award and the date of leaving. Where the Award is made in the form of a
nil cost option, the Award will become exercisable for six months;
If a participant ceases to be an employee by reason of summary dismissal all awards will lapse whether or not they have
vested.
Where the Award is made in the form of a nil cost option, if a participant ceases to be employed by a Group company
following the vesting date for any other reason then his vested nil cost options will remain exercisable for six months.
CHANGE oF CoNTRoL oF THE CoMPANY
In the event of a change of control of the Company, whether by way of general offer or scheme of arrangement prior to
a performance condition or conditions (other than the Continued Employment Condition) being declared satisfied, the
unvested Awards will lapse.
In the event of a change of control in the period between a performance condition or conditions being declared satisfied
and the relevant vesting date the shares comprised in those Awards where the performance condition has been satisfied
will vest unless the Committee determines otherwise.
In the event of an internal reorganisation which involves the creation of a new holding company, Awards will not vest and
Awards will be replaced by equivalent Awards over shares in the new holding company unless the Committee determines
otherwise.
The Committee has discretion to scale back the proportion of the Award vesting if they consider it to be appropriate.
RIGHTS ATTACHING To SHARES
A participant will not have any voting or dividend rights in relation to shares under an Award prior to the relevant vesting
date. Any shares allotted under the Executive Scheme will rank equally with all other shares in issue (except for rights
arising by reference to a record date before their allotment). For so long as the shares are admitted to trading on the
London Stock Exchange applications will be made for shares to be listed by the UK Listing Authority and admitted to
trading on the London Stock Exchange.
ExECUTIVE SCHEME LIMITS
The number of shares that may be issued (or shares that may be transferred from treasury) pursuant to the Executive
Scheme or any other share plan adopted by the Company must not exceed 10% of the issued share capital of the
Company over a 10 year period for all share schemes.