November 28, 2022

JD Sports Fashion
Plc
The JD Sports Fashion Plc
Deferred Bonus Plan 2022
Shareholder approval: [●]
Board adoption: [●]
Plan expires: [●]
PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH
T: +44 (0) 20 7583 5000, F: +44 (0) 20 7822 4652, www.pwc.co.uk
PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.PricewaterhouseCoopers LLP is authorised and regulated by theFinancial Conduct Authority for designated investment business.
The JD Sports Fashion Plc Deferred Bonus Plan 2022
Table of contents
1.
Grant of Bonus Awards
1
2.
Testing of Performance Targets and conditions and calculation of
Bonus
2
3.
Grant of Share Awards
6
4.
Plan limits
8
5.
Share Award Price
8
6.
Conditions
8
7.
Malus
9
8.
Clawback
10
9.
Vesting of Share Awards (and exercise of Options)
13
10.
Holding Period
15
11.
Vesting of Share Awards (and exercise of Options) in special
circumstances
17
12.
Takeover and other corporate events
18
13.
Exchange of Share Awards
21
14.
Lapse of Share Awards
21
15.
Adjustment of Share Awards on Reorganisation
21
16.
Tax and social security withholding
22
17.
Rights and listing of Plan Shares
22
18.
Relationship of the Plan to contract of employment
23
19.
Administration of the Plan
23
20. Amendment of the Plan
24
21.
Notices
25
22.
Governing law and jurisdiction
26
23.
Interpretation
26
The JD Sports Fashion Plc Deferred Bonus Plan 2022
1. Grant of Bonus Awards
Determination of participation
Subject to the Rules, whether the Plan shall be operated for any particular Financial Year, the identity of any Participant and the terms of their participation shall be determined by the Board in its absolute discretion. The selection of an Eligible Employee to participate in the Plan and the receipt of a Bonus Award, Cash Bonus or Share Award (whether on one or more occasions) does not entitle that Eligible Employee to receive or be considered for participation in the Plan on any other occasion.
A Bonus Award may only be granted to an individual who is an Eligible Employee on the date on which the Bonus Award is granted.
Where the Company has in place a Directors’ Remuneration Policy approved by the Company in general meeting, the terms of a Bonus Award to be granted to an Eligible Employee who is a director of the Company must fall within the scope of the Directors’ Remuneration Policy most recently approved by the Company in a general meeting. Such terms may include by way of example but without limitation any relevant individual limit in Rule 1.2, any Performance Targets imposed under Rule 1.7 and the proportion of any Bonus and/or Bonus Award which is delivered as a Cash Bonus and/or a Share Award.
Annual limit
The maximum Bonus made to a Participant in respect of any Financial Year must not exceed 200% of their basic salary paid by the Group in the Financial Year to which the Bonus Award relates, expressed as an annual rate.
Method of satisfying Bonus Award
At or after the date on which the Bonus Award is granted, but in any event before the amount of the Participant’s Bonus Award has been determined, the Board shall, in its absolute discretion, determine the percentage of a Participant’s Bonus which will be delivered as a Cash Bonus and the percentage which will be deferred and delivered in the form of a Share Award.
After the end of the Financial Year to which a Bonus Award relates, the Board will determine the number of Plan Shares over which the Share Award shall be granted.
The number of Plan Shares subject to a Participant’s Share Award shall be calculated by dividing the amount of their Bonus to be deferred and granted as a Share Award by the average Market Value (measured over the last 30 days of the Financial Year to which the Bonus Award relates or such other measurement period as determined by the Board in its absolute discretion) of a Plan Share. The number of Plan Shares shall be rounded down to the nearest whole Plan Share.
Procedure for granting and notifying Participants of Bonus Awards
The Board shall grant Bonus Awards by such method as it shall determine (which may include by the Board passing a resolution to make or approve the grant of Bonus Awards).
A Bonus Award Certificate shall be issued to each Participant as soon as reasonably practicable following the grant of the Bonus Award setting out details of the Bonus Award determined in accordance with Rule 1.5.
Contents of Bonus Award Certificate
A Bonus Award Certificate shall state:
PwC ● 1
The JD Sports Fashion Plc Deferred Bonus Plan 2022
Subject thereto, a Bonus Award Certificate shall be in such form as the Board may determine from time to time.
Bonus Awards non-transferable
A Bonus Award shall be personal to the Participant and, except in the case of the death of a Participant, a Bonus Award shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Participant purports to transfer, charge or otherwise alienate the Bonus Award.
Performance Targets and conditions
The Bonus Award will be subject to the satisfaction of the Performance Targets for the relevant Financial Year and/or any other conditions set by the Board.
The Board may in addition adjust the Bonus relating to a Bonus Award upwards or downwards (including for the avoidance of doubt to nil) after the application of any Performance Target and/or any other conditions imposed on the Bonus Award if in its opinion:
the level of Bonus resulting from the application of the Performance Target and/or any other conditions is not a fair and accurate reflection of the performance of the Company, the Group or any Group Member(s); and/or
the level of Bonus resulting from the application of the Performance Target and/or conditions is not a fair and accurate reflection of the performance of the Participant; and/or
there is any other factor or there are any other circumstances which would make the level of Bonus resulting from the application of the Performance Target and/or any other conditions inappropriate without adjustment.
Substitution, variation or waiver of Performance Targets and conditions
The Board may waive or change any Performance Targets and any other conditions imposed under Rule 1.7 in accordance with their terms.
If an event occurs which causes the Board to consider that any Performance Target and/or any other condition to which a Bonus Award has been made is no longer appropriate, the Board may substitute, vary or waive that Performance Target and/or any other condition in such manner (and make such consequential amendments to the Rules) as:
The Bonus Award shall then take effect subject to the Performance Targets and/or any other conditions as substituted or varied or waived.
Notification of Award Holders
The Board shall, as soon as practicable, notify each Participant concerned of any determination made by it under Rule 1.7 or Rule 1.8.
2. Testing of Performance Targets and conditions and calculation of Bonus
Testing of Performance Targets and conditions
As soon as practicable following the end of the Financial Year in respect of which a Bonus Award was granted, the Board shall determine the extent to which the Performance Targets and/or any other conditions imposed on
PwC ● 2
The JD Sports Fashion Plc Deferred Bonus Plan 2022
the Bonus Award under Rule 1.7, in their original form or as substituted or varied from time to time, have been satisfied and the Board shall determine the Bonus (if any) in respect of the relevant Bonus Award.
The Board may in addition adjust the Bonus relating to a Bonus Award upwards or downwards (including for the avoidance of doubt to nil) after the application of any Performance Target and/or any other conditions imposed on the Bonus Award if in its opinion:
the level of Bonus resulting from the application of the Performance Target and/or any other conditions is not a fair and accurate reflection of the performance of the Company, the Group or any Group Member(s); and/or
the level of Bonus resulting from the application of the Performance Target and/or any other conditions is not a fair and accurate reflection of the performance of the Participant; and/or
there is any other factor or there are any other circumstances which would make the level of Bonus resulting from the application of the Performance Target and/or any other conditions inappropriate without adjustment.
Payment of Cash Bonus
When the Board makes its determinations under Rule 2.1, it shall also determine the amount of any Cash Bonus payable in respect of the Bonus Award. Payment of any Cash Bonus shall be made as soon as practicable after the Board has made its determinations under Rule 2.1.
Effect of cessation of Relevant Employment
Subject to Rule 2.4, a Bonus shall be delivered only while the Participant is in Relevant Employment and if a Participant ceases to be in Relevant Employment, any Bonus Award granted to them shall lapse on the date the Participant ceases to be in Relevant Employment.
Cessation of Relevant Employment during Financial Year
Notwithstanding Rule 2.3, if a Participant ceases to be in Relevant Employment during the relevant Financial Year to which the Bonus Award applies by reason of:
the Board may at its absolute discretion determine that the Bonus Award will continue with the Performance Targets for the relevant Financial Year and any other conditions imposed under Rule 1.7 considered at the time the Bonus is determined under Rule 2.1. Any Bonus payable in respect of the Bonus Award shall be delivered in the same way and at the same time as if the Participant had not ceased to be in Relevant Employment, unless the Board in its absolute discretion decides otherwise.
Unless the Board in its absolute discretion decides otherwise, the Bonus will be reduced pro rata to reflect the number of whole months from the beginning of the relevant Financial Year to which the Bonus Award relates until the date of cessation of Relevant Employment as a proportion of the relevant Financial Year.
Cessation of Relevant Employment after the Financial Year
Notwithstanding Rule 2.3, if a Participant ceases to be in Relevant Employment (other than for gross misconduct) after the relevant Financial Year to which the Bonus Award relates but before the time when the Cash Bonus relating to that Bonus Award is due to be paid, the Board may at its absolute discretion determine that the Participant shall remain eligible for the delivery of a Bonus of such amount as it determines at its
PwC ● 3
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
Disclaimer
JD Sports Fashion plc published this content on 25 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 November 2022 10:53:10 UTC.

source

Leave a Reply

Your email address will not be published.