Thorn-EMI 1995 Annual Report

(d) On exercise of options the Company may issue new shares to the participant or procure the ttansfer to him or her ofexisting
shares. Alternatively, the Company may, at its discretion, issue (at not less than par value) or procure the transler of that number
ofshares (or provide cash) equal in value to the difference between the option price and the market value of a share multiplied
by the number of shares over which the oPtion is exercised.
(e) Options may also be exercised in the event of a takeover, reconstruction, winding-up of the Company or demerger or
alternativell in the case of a takeover and with the agreement ofany acquiring company, existing oPtions may be exchanged for
options over the shares ofsuch acquiring company.
5. Adiustment of Optlons
On a variation ofcapital ofthe Company or demerger, the exercise price and the number ofshares subj€ct to the option may be
adjusted in such manner as the Committee determines.
6. Allotment and Transfer of Shares
(a) Upon the exercise ofoptions, shares will be issued or transferred at the exercise price unless the Company has exer.ised the
discretion referred to in 4(d). Such shares will not rank lor dividends payable by relerence to a record date f;lling before the date
on which the option is exercised but will otherwise rank pari passz with the existing shares.
(b) Application will be made to the London Stock Exchange for admission to the Official List ofshares that are to be issued
following the exercise ofoptions.
7. Amendments
(a) The Scheme will be governed by the Rules of the Scheme, which may be amended by the Committee save that no ameldment
to the advantage of existing or future participants will be made (except for minor amendments to benefit administration, to take
account ofa change in legislation and amendments to obtain or maintain favourable tax, exchange control or regulatory treatment
lbr participants or the Company or members ofthe Group) without the prior consent ofthe Company in general meetint.
(b) Subject to (a) above the Committee shall have full power to decide any matter relating to the Scheme'
UK Schedule
(a) The UK Schedule includes provisions modifying certain of the principal terms summarised above in order to meet the
requirements of the Inland Revenue for approval of options in accordance with Schedule 9 to the Income and Corporation
Taxes Act 1988.
(b) The aggregate number of shares over which Inland Revenue approved options may be granted to an employee under the
Scheme shall be limited so that the aggregate exercise price paid or payable for shares under Inland Revenue approved options
shall not exceed che greater of four times the emPloyee's relevant emoluments or I100,000.
(c) No amendment may be made to the approved UK Schedule without the prior approval ofthe Inland Revenue
Note
This summary sets out the principal terms ofthe Scheme but does not form part ofthe Scheme and should not be taken as
aflecting the interpretation ofthe Scheme's terms and conditions.The Directors reserve the right up to the forthcoming Annual
General Meeting to make such amendments and additions to the Scheme as they may consider appropriate, provided thrt such
amendments do not conflict in any material respect with the summary set out above.