As filed with the Securities and Exchange Commission on April 12, 2021
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Immunocore Holdings plc
(Exact name of registrant as specified in its charter)



England and Wales
 
Not applicable
(State or other jurisdiction of Incorporation or organization)
 
(I.R.S. Employer Identification No.)
92 Park Drive
Milton Park
Abingdon, Oxfordshire OX14 4RY
United Kingdom
 (Address of principal executive offices) (Zip code)


Immunocore Limited 2020 Company Share Option Plan
Immunocore Limited 2020 Non Tax-Advantaged Share Option Plan
Immunocore Limited 2018 Non Tax-Advantaged Share Option Plan
Immunocore Limited 2015 Company Share Option Plan
Immunocore Limited 2015 Non Tax-Advantaged Share Option Plan
Immunocore Limited 2008 Share Option Scheme
Immunocore Limited Stand-Alone Equity Agreements for Ordinary Shares
Immunocore Holdings plc Stand-Alone Equity Agreements for Ordinary Shares
Immunocore Holdings plc 2021 Equity Incentive Plan, with Non-Employee Sub-Plan

(Full titles of the plan)


Immunocore, LLC
Six Tower Bridge, Suite 500
181 Washington Street
Conshohocken, Pennsylvania 19428
United States
 
Tel: +1 484 534 5261
(Name and address of agent for service) (Telephone number, including area code, of agent for service)


Copies to:

Divakar Gupta
Eric W. Blanchard
Courtney T. Thorne
Cooley LLP
55 Hudson Yards
New York, New York 10001
+1 212 479 6000
Lily Hepworth
General Counsel
Immunocore Holdings plc
92 Park Drive
Milton Park
Abingdon, Oxfordshire OX14 4RY
United Kingdom
Tel: +44 12 3543 8600
Claire Keast-Butler
Cooley (UK) LLP
Dashwood
69 Old Broad Street
London EC2M 1QS
United Kingdom
+44 20 7583 4055
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 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
 
☒ (Do not check if a smaller reporting company)
 
Smaller reporting company
 
Emerging growth company
 
       
 
If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ☒


CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered(1)
Amount
to be
Registered(2)
 
Proposed
Maximum
Offering Price
Per Share
 
Proposed
Maximum
Aggregate
Offering Price
 
Amount of
Registration Fee
 
Ordinary shares, nominal value £0.002 per share
                
— Outstanding under the Registrant’s 2020 Company Share Option Plan
63,775 shares (3)
 
$17.46(4) 
 
$1,113,511.50
 
$121
 
— Outstanding under the Registrant’s 2020 Non Tax-Advantaged Share Option Plan
996,810 shares (5)
 
$17.46(6) 
 
$17,404,302.60
 
$1,899
 
— Outstanding under the Registrant’s 2018 Non Tax-Advantaged Share Option Plan
2,911,260 shares (7)
 
$17.46(8) 
 
$50,830,599.60
 
$5,546
 
— Outstanding under the Registrant’s 2015 Company Share Option Plan
99,190 shares (9)
 
$21.12(10) 
 
$2,094,892.80
 
$229
 
— Outstanding under the Registrant’s 2015 Non Tax-Advantaged Share Option Plan
117,270 shares (11)
 
$14.82(12) 
 
$1,737,941.40
 
$190
 
— Outstanding under the Immunocore Limited 2008 Share Option Scheme
266,650 shares (13)
 
$12.56(14) 
 
$3,349,124.00
 
$365
 
— Ordinary shares reserved for issuance pursuant to the Registrant’s Immunocore Limited Stand-Alone Equity Agreements for Ordinary Shares (the “Pre-IPO Awards)
68,075 shares (15)
 
$17.14(16) 
 
$1,166,805.50
 
$127
 
— Ordinary shares reserved for issuance pursuant to the Registrant’s Stand-Alone Equity Agreements for Ordinary Shares (the “IPO Awards)
174,233 shares (17)
 
$39.28(18) 
 
$6,843,872.24
 
$747
 
— Outstanding under the Registrant’s 2021 Equity Incentive Plan (Options), with non-Employee Sub-Plan
4,618,762 shares (19)
 
$26.36(20) 
 
$121,750,566.32
 
$13,282
 
— Ordinary shares reserved for future grant under the Registrant’s 2021 Equity Incentive Plan, with Non-Employee Sub-Plan
1,482,428 shares (21)
 
$40.24(22) 
 
$59,652,902.72
 
$6,508
 
Total
10,798,453 shares
      
$265,944,518.68
 
$29,014
 


(1)
These ordinary shares, nominal value £0.002 per share (“Ordinary Shares) may be represented by the American Depositary Shares (ADSs) of Immunocore Holdings plc (the Registrant), each of which represents one Ordinary Share. The Registrants ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-252487).
(2)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional Ordinary Shares of the Registrant that become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(3)
Represents Ordinary Shares issuable upon the exercise of outstanding stock option awards under the 2020 Company Share Option Plan(the “2020 CSOP”) as of March 25, 2021. No further grants will be made under the 2020 CSOP. To the extent outstanding options granted under the 2020 CSOP are cancelled, forfeited or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2020 CSOP, the number of shares underlying such awards will be available for future grant under the 2021 Equity Incentive Plan (the “2021 Plan”). See footnote 21 below.
(4)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on $17.46 per share, the weighted average exercise price (rounded to the nearest cent) of the outstanding option awards under the 2020 CSOP as of March 25, 2021.
(5)
Represents Ordinary Shares issuable upon the exercise of outstanding stock option awards under the 2020 Non Tax-Advantaged Share Option Plan (the “2020 SOP”) as of March 25, 2021. No further grants will be made under the 2020 SOP. To the extent outstanding options granted under the 2020 SOP are cancelled, forfeited or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2020 SOP, the number of shares underlying such awards will be available for future grant under the 2021 Plan. See footnote 19 below.
(6)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on $17.46 per share, the weighted average exercise price (rounded to the nearest cent) of the outstanding option awards under the 2020 SOP as of March 25, 2021.
(7)
Represents Ordinary Shares issuable upon the exercise of outstanding stock option awards under the 2018 Non Tax-Advantaged Share Option Plan (the “2018 SOP”) as of March 25, 2021. No further grants will be made under the 2018 SOP. To the extent outstanding options granted under the 2018 SOP are cancelled, forfeited or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2018 SOP, the number of shares underlying such awards will be available for future grant under the 2021 Plan. See footnote 19 below.


(8)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on $17.46 per share, the weighted average exercise price (rounded to the nearest cent) of the outstanding option awards under the 2018 SOP as of March 25, 2021.
(9)
Represents Ordinary Shares issuable upon the exercise of outstanding stock option awards under the 2015 Company Share Option Plan (the “2015 CSOP”) as of March 25, 2021. No further grants will be made under the 2015 CSOP. To the extent outstanding options granted under the 2015 CSOP are cancelled, forfeited or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2015 CSOP, the number of shares underlying such awards will be available for future grant under the 2021 Plan. See footnote 19 below.
(10)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on $21.12 per share, the weighted average exercise price (rounded to the nearest cent) of the outstanding option awards under the 2015 CSOP as of March 25, 2021.
(11)
Represents Ordinary Shares issuable upon the exercise of outstanding stock option awards under the 2015 Non Tax-Advantaged Share Option Plan (the “2015 SOP”) as of March 25, 2021. No further grants will be made under the 2015 SOP. To the extent outstanding options granted under the 2015 SOP are cancelled, forfeited or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2015 SOP, the number of shares underlying such awards will be available for future grant under the 2021 Plan. See footnote 19 below.
(12)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on $14.82 per share, the weighted average exercise price (rounded to the nearest cent) of the outstanding option awards under the 2015 SOP as of March 25, 2021.
(13)
Represents Ordinary Shares issuable upon the exercise of outstanding stock option awards under the Immunocore Limited 2008 Share Option Scheme (the “2008 SOP”) as of March 25, 2021. No further grants will be made under the 2008 SOP. To the extent outstanding options granted under the 2008 SOP are cancelled, forfeited or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2008 SOP, the number of shares underlying such awards will be available for future grant under the 2021 Plan. See footnote 19 below.
(14)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on $12.56 per share, the weighted average exercise price (rounded to the nearest cent) of the outstanding option awards under the 2008 SOP as of March 25, 2021.
(15)
Consists of the Registrant’s Ordinary Shares underlying the Pre-IPO Awards to persons not participating in the above mentioned plans.
(16)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on $17.14 per share, the weighted average exercise price (rounded to the nearest cent) of the Pre-IPO Awards as of March 25, 2021. No further grants will be made pursuant to the Pre-IPO Awards. To the extent outstanding Pre-IPO Awards are cancelled, forfeited or otherwise terminated without being exercised, the number of shares underlying such awards will be available for future grant under the 2021 Plan. See footnote 19 below.
(17)
Consists of the Registrant’s Ordinary Shares underlying the IPO Awards which were issued to former service providers of the Company.
(18)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on $39.28 per share, the weighted average exercise price (rounded to the nearest cent) of the IPO Awards as of March 25, 2021.
(19)
Represents Ordinary Shares reserved for issuance upon the exercise of outstanding options granted under the 2021 Plan.
(20)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on $26.36 per share, the weighted average exercise price (rounded to the nearest cent) for outstanding options granted under the 2021 Plan.
(21)
Represents Ordinary Shares reserved for future issuance pursuant to awards under the 2021 Plan. The 2021 Plan also provides that the number of shares of Common Stock reserved for issuance under the 2021 Plan will automatically increase on January 1st of each year, commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to 5% of the total number of Ordinary Shares outstanding on December 31 of the preceding calendar year. The Registrant’s board may act prior to January 1 of a given year to provide that there will be no increase for such year or that the increase for such year will be a lesser (but not greater) number of Ordinary Shares. This explanation is provided for information purposes only. The issuance of such shares is not being registered on this Registration Statement.
(22)
Estimated in accordance with Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee, and is based upon $40.24, which was the average of the high and low prices of the Registrants ADSs as reported on the Nasdaq Global Select Market on April 6, 2021.


PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act. The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be delivered to the participants in the plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
 
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.
Incorporation of Documents By Reference.
 
The following documents, which have been filed with the U.S. Securities and Exchange Commission (the Commission) by Immunocore Holdings plc (the Registrant) are hereby incorporated by reference into this Registration Statement:
 
(a) the Registrants Annual Report on Form 20-F filed with the Commission on March 25, 2021;
 
(b) all other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and
 
(c) the descriptions of the Registrants American Depositary Shares and Ordinary Shares contained in the Registrants Registration Statement on Form 8-A filed on February 2, 2021 (File No. 001-39992) under the Securities Exchange Act of 1934, as amended (the Exchange Act), including any amendment or report filed for the purpose of updating such description.
 
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
 
Any statement contained in this Registration Statement, in an amendment hereto or in a document 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 subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement, except as to specific section of such statements as set forth therein.
 
Under no circumstances shall any information furnished on Form 6-K be deemed incorporated herein by reference unless such Form 6-K expressly provides to the contrary.
 
Item 4.
Description of Securities.
 
Not applicable.
 
Item 5.
Interests of Named Experts and Counsel.
 
Not applicable.


Item 6.
Indemnification of Directors and Officers.
 
Subject to the U.K. Companies Act 2006, members of the Registrants board of directors and its officers have the benefit of the following indemnification provisions in the Registrants Articles of Association:
 
Current and former members of the Registrants board of directors or officers shall be reimbursed for:
 
(i) all costs, charges, losses, expenses and liabilities sustained or incurred in relation to his or her actual or purported execution of his or her duties in relation to the Registrant, including any liability incurred in defending any criminal or civil proceedings; and
 
(ii) expenses incurred or to be incurred in defending any criminal or civil proceedings, in an investigation by a regulatory authority or against a proposed action to be taken by a regulatory authority, or in connection with any application for relief under the statutes of the United Kingdom and any other statutes that concern and affect the Registrant as a company (collectively, the Statutes) arising in relation to the Registrant or an associated company, by virtue of the actual or purposed execution of the duties of his or her office or the exercise of his or her powers.
 
In the case of current or former members of the Registrants board of directors, there shall be no entitlement to reimbursement as referred to above for (i) any liability incurred to the Registrant or any associated company, (ii) the payment of a fine imposed in any criminal proceeding or a penalty imposed by a regulatory authority for non-compliance with any requirement of a regulatory nature, (iii) the defense of any criminal proceeding if the member of the Registrants board of directors is convicted, (iv) the defense of any civil proceeding brought by the Registrant or an associated company in which judgment is given against the director, and (v) any application for relief under the statutes of the United Kingdom and any other statutes that concern and affect the Registrant as a company in which the court refuses to grant relief to the director.
 
In addition, members of the Registrants board of directors and its officers who have received payment from the Registrant under these indemnification provisions must repay the amount they received in accordance with the Statutes or in any other circumstances that the Registrant may prescribe or where the Registrant has reserved the right to require repayment.
 
In addition, the Registrant has entered or intends to enter into a deed of indemnity with each of its directors and officers. In addition to such indemnification, the Registrant provides its directors and officers with directors and officers liability insurance.
 
Item 7.
Exemption From Registration Claimed.
 
Not applicable.


Item 8.
Exhibits.

       
Incorporated by Reference
Exhibit
Number
 
Description
 
Schedule
Form
 
File Number
 
Exhibit
 
Filing Date
           
4.1
   
20-F
 
001-39992
 
1.1
 
3/25/21
           
4.2
   
20-F
 
001-39992
 
2.2
 
3/25/21
           
4.3
   
20-F
 
001-39992
 
2.3
 
3/25/21
           
 
Opinion of Cooley (UK) LLP.
               
           
 
Consent of KPMG LLP, the Registrant’s independent registered public accounting firm
               
           
 
Consent of Cooley (UK) LLP (included in Exhibit 5.1).
               
           
 
Power of Attorney (included on the signature page of this Registration Statement)
               
           
 
Immunocore Limited 2020 Company Share Option Plan
               
                     
 
Immunocore Limited 2020 Non Tax-Advantaged Share Option Plan.
               
                     
 
Immunocore Limited 2018 Non Tax-Advantaged Share Option Plan.
               
                     
 
Immunocore Limited 2015 Share Option Plan.
               
                     
 
Immunocore Limited 2015 Non Tax-Advantaged Share Option Plan.
               
                     
 
Immunocore Limited 2008 Share Option Scheme.
               
   
               
 
Immunocore Limited Form of Stand-Alone Equity Agreement for Ordinary Shares.
               
                     
 
Immunocore Holdings Limited Form of Stand-Alone Equity Agreement for Ordinary Shares.
               
                     
99.9
   
20-F
 
001-39992
 
4.20
 
3/25/21


*
Filed herewith.


Item 9.
Undertakings.
 
(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 the 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 the 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 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 the Registration Statement or any material change to such information in the Registration Statement;
 
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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.
 
(h) 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, as amended, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oxford, United Kingdom, on the 12th day of April, 2021.

 
IMMUNOCORE HOLDINGS PLC
     
 
By:
/s/ Bahija Jallal, Ph.D.
   
Bahija Jallal, Ph.D.
   
Chief Executive Officer


POWER OF ATTORNEY
 
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Bahija Jallal and Brian Di Donato, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date
         
/s/ Bahija Jallal, Ph.D.
 
Chief Executive Officer and Director
(Principal Executive Officer)
 
April 12, 2021
Bahija Jallal, Ph.D.
 
         
/s/ Brian Di Donato
 
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
 
April 12, 2021
Brian Di Donato
 
         
/s/ Professor Sir John Bell
 
Chairman of the Board of Directors
 
April 12, 2021
Professor Sir John Bell
 
         
/s/ Travis Coy
 
Director
 
April 12, 2021
Travis Coy
 
         
/s/ Roy Herbst, M.D., Ph.D.
 
Director
 
April 12, 2021
Roy Herbst, M.D., Ph.D.
 
/s/ Robert Perez
 
Director
 
April 12, 2021
Robert Perez
 
         
/s/ Kristine Peterson
 
Director
 
April 12, 2021
Kristine Peterson
 
         
/s/ Professor Sir Peter Ratcliffe
 
Director
 
April 12, 2021
Professor Sir Peter Ratcliffe
 


Immunocore, LLC
 
April 12, 2021
     
By:
/s/ Bahija Jallal, Ph.D.
Authorized Representative in the United States
 
       
 
Name: Bahija Jallal, Ph.D.
   
 
Title: Authorized Signatory
   




Exhibit 5.1

Claire Keast-Butler
+44 (0) 20 7556 4211
ckeastbutler@cooley.com

Immunocore Holdings plc
92 Park Drive
Milton Park
Abingdon, Oxfordshire OX14 4RY
United Kingdom

12 April 2021

Ladies and Gentlemen:
 
Re:
Immunocore Holdings plc – Registration Statement on Form S-8 – Exhibit 5.1
 
1.
INTRODUCTION
 
1.1
We have acted as English legal advisers to Immunocore Holdings plc, a public limited company incorporated in England and Wales (the “Company”), in relation to the preparation and filing of the registration statement on Form S-8 to which this opinion letter is attached as an exhibit (such registration statement, as amended, including the documents incorporated by reference therein, the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder.
 
1.2
As set out in the Registration Statement, it is proposed that up to 10,798,453 ordinary shares of the Company each having a nominal value of £0.002 (the “Shares”) will be allotted and issued upon the exercise or settlement of equity awards comprised of the following:
 

(a)
63,775 ordinary shares issuable upon the exercise of outstanding share option awards under the Immunocore Limited 2020 Company Share Option Plan (the “2020 CSOP”) adopted by the board of directors of Immunocore Limited (the “Immunocore Limited Board”) on 20 April 2020;
 

(b)
996,810 ordinary shares issuable upon the exercise of outstanding share option awards made under the Immunocore Limited 2020 Non-Tax-Advantaged Share Option Plan (the “2020 SOP”) adopted by the Immunocore Limited Board on 20 April 2020;
 

(c)
2,911,260 ordinary shares issuable upon the exercise of outstanding share option awards made under the Immunocore Limited 2018 Non-Tax-Advantaged Share Option Plan (the “2018 SOP”) adopted by the Immunocore Limited Board on 14 August 2018;
 

(d)
99,190 ordinary shares issuable upon the exercise of outstanding share option awards made under the Immunocore Limited 2015 Company Share Option Plan (the “2015 CSOP”) adopted by the Immunocore Limited Board on 15 May 2015;
 

(e)
117,270 ordinary shares issuable upon the exercise of outstanding share option awards made under the Immunocore Limited 2015 Non-Tax-Advantaged Share Option Plan (the “2015 SOP”) adopted by the Immunocore Limited Board on 15 May 2015;
 
Cooley (UK) LLP   Dashwood   69 Old Broad Street   London EC2M 1QS, UK
t: +44 (0) 20 7583 4055  f: +44 (0) 20 7785 9355  cooley.com
 
Cooley (UK) LLP is a limited liability partnership and is registered in England and Wales with registered number OC395270. Our registered office is at the address above. Cooley (UK) LLP is authorised and regulated by the Solicitors Regulation Authority (SRA number 617791). A list of the members of Cooley (UK) LLP and their professional qualifications is open to inspection at its registered office. The word 'partner,' used in relation to Cooley (UK) LLP, refers to a member of Cooley (UK) LLP or an employee or consultant of Cooley (UK) LLP (or any affiliated firm) of equivalent standing.


Page Two


(f)
266,650 ordinary shares issuable upon the exercise of outstanding share option awards made under the Immunocore Limited 2008 Share Option Scheme (the “2008 SOP”) adopted by the Immunocore Limited Board on 14 August 2008;
 

(g)
68,075 ordinary shares reserved for issuance pursuant to Immunocore Limited’s stand-alone equity agreements for ordinary shares (the “Pre-IPO Awards”);
 

(h)
174,233 ordinary shares reserved for issuance pursuant to the Company’s stand-alone equity agreements for ordinary shares (the “IPO Awards”);
 

(i)
4,618,762 ordinary shares reserved for issuance upon the exercise of outstanding options granted under the Immunocore Holdings plc 2021 Equity Incentive Plan, with Non-Employee Sub-Plan (the “2021 Plan”) adopted by the Company’s board of directors (the “Board” or the “Directors”) on 4 February 2021 and approved by the Company’s shareholders on 3 February 2021; and
 

(j)
1,482,428 ordinary shares reserved for future issuance pursuant to awards under the 2021 Plan.
 
The 2020 CSOP, the 2020 SOP, the 2018 SOP, the 2015 CSOP, the 2015 SOP, the 2008 SOP, the Pre-IPO Awards, the IPO Awards and the 2021 Plan are collectively referred to as the “Plans”.  The 2020 CSOP, the 2020 SOP, the 2018 SOP, the 2015 CSOP, the 2015 SOP, the 2008 SOP and the Pre-IPO Awards are collectively referred to as the “Immunocore Limited Plans”.
 
1.3
We are rendering this letter at the request of the Company in connection with the Registration Statement. We have taken instructions solely from the Company.
 
1.4
Except as otherwise defined in this letter, capitalised terms used have the respective meanings given to them in the Registration Statement (as defined above) and headings are for ease of reference only and shall not affect interpretation.
 
1.5
All references to legislation in this letter are to the legislation of England unless the contrary is indicated, and any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof, as in force on the date of this letter.
 
2.
DOCUMENTS
 
For the purpose of issuing this letter, we have reviewed the following documents only:
 
2.1
a draft PDF copy of the Registration Statement to be filed with the SEC on 12 April 2021;
 
2.2
a PDF copy of the 2020 CSOP;
 
2.3
a PDF copy of the 2020 SOP;
 
2.4
a PDF copy of the 2018 SOP;
 
2.5
a PDF copy of the 2015 CSOP;
 
2.6
a PDF copy of the 2015 SOP;
 
2.7
a PDF copy of the 2008 SOP;
 
2.8
a PDF copy of the four forms of the Pre-IPO Awards;
 
2.9
a PDF copy of the form of the IPO Awards;
 
2.10
a PDF copy of the 2021 Plan;
 
2.11
a PDF executed copy of the replacement option deed dated 22 January 2021 (the “Replacement Option Deed”) between the Company and each recipient of replacement options granted under the Immunocore Limited Plans, as applicable (the replacement options granted by the Company pursuant to the Replacement Option Deed, the “Replacement Options”);
 

Page Three

2.12
a PDF executed copy of the minutes of a meeting of the board of directors of the Company (the “Board” or the “Directors”) held on 28 January 2021 at which it was resolved, inter alia, to (i) constitute a pricing committee of the Board (the “Pricing Committee”); (ii) delegate authority to the Pricing Committee as to the finalisation of the 2021 Plan and the grant of (a) options to certain service providers under the 2021 Plan and (b) the IPO Awards to certain former service providers; and (iii) delegate authority to the remuneration committee of the Board (the “Remuneration Committee”) to administer and amend the 2021 Plan (the “Board Minutes”);
 
2.13
a PDF executed copy of the minutes of the Pricing Committee held on 4 February 2021 at which it was resolved, inter alia, to adopt the 2021 Plan and to grant (a) options to certain service providers under the 2021 Plan and (b) the IPO Awards to certain former service providers (the “Pricing Committee Minutes”);
 
2.14
a PDF executed copy of the minutes of the general meeting of the Company held on 3 February 2021 at which it was resolved, inter alia, (i) to approve the 2021 Plan and (ii) to authorise the Directors for the purposes of section 551 of the Companies Act 2006, as amended (the “Companies Act”) to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £150,000.00 for a period ending on 3 February 2026 and to allot equity securities for cash pursuant to such authority as if section 561 of the Companies Act did not apply to the allotment (the “Shareholder Resolutions”);
 
2.15
a PDF executed copy of the written resolutions of the sole director of the Company passed on 19 January 2021, resolving, inter alia, to approve (i) the option rollover and grant of the Replacement Options and (ii) the Replacement Option Deed for use in connection with the option rollover (the “Director Written Resolutions”);
 
2.16
a PDF copy of the certificate of incorporation of the Company dated 7 January 2021 and a PDF copy of the certificate of incorporation on re-registration of the Company as a public company dated 1 February 2021;
 
2.17
a PDF copy of the articles of association of the Company adopted on 19 January 2021 (the “Prior Articles”); and
 
2.18
a PDF copy of the articles of association of the Company adopted on 9 February 2021, which replaced the Prior Articles as the articles of association of the Company (the “Current Articles”).
 
3.
SEARCHES
 
In addition to examining the documents referred to in paragraph 2 (Documents), we have carried out the following searches only:
 
3.1
an online search at Companies House in England and Wales (“Companies House”) with respect to the Company, carried out at 9:34 a.m. (London time) on 12 April 2021 (the “Online Search”); and

3.2
a telephone enquiry at the Companies Court in London of the Central Registry of Winding-up Petitions in England and Wales with respect to the Company, carried out at 10:05 a.m. (London time) on 12 April 2021 (the “Telephone Enquiry” and, together with the Online Search, the “Searches”).

4.
OPINION
 
Subject to the assumptions set out in paragraph 5 (Assumptions), the scope of the opinion set out in paragraph 6 (Scope of Opinion) and the reservations set out in paragraph 7 (Reservations), and subject further to the following:


Page Four

4.1
the Registration Statement, as finally amended, having become effective under the Securities Act;
 
4.2
the delegation of authority to the Remuneration Committee in respect of the 2021 Plan having been validly effected;
 
4.3
the Directors or the Remuneration Committee having validly granted the awards in respect of the Shares under the 2021 Plan, as applicable;
 
4.4
the Directors or the Remuneration Committee, as applicable, having validly resolved to allot and issue the Shares, or grant rights to subscribe for the Shares, at duly convened and quorate meetings of the Board or the Remuneration Committee or by way of duly passed written resolutions of the Board or the Remuneration Committee in compliance with all applicable laws and regulations and with such resolutions being in full force and effect and not having been rescinded or amended;
 
4.5
the receipt in full of payment for the Shares in an amount of “cash consideration” (as defined in section 583(3) of the Companies Act) of not less than the aggregate nominal value for such Shares, assuming in each case that the individual grants or awards under the Plans are duly authorised by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of applicable law, the Current Articles, and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith); and
 
4.6
valid entries having been made in relation to the allotment and issue of the Shares in the books and registers of the Company,
 
it is our opinion that, as at today’s date, the Shares, if and when allotted and issued, registered in the name of the recipient in the register of members of the Company and delivered in accordance with the terms and conditions referred to in each of the Plans, as applicable, and, in respect of the Replacement Options, the Replacement Option Deed and as described in the Registration Statement, will be duly and validly authorised and issued, fully paid or credited as fully paid (subject to the receipt of valid consideration by the Company for the issue thereof) and will not be subject to any call for payment of further capital.
 
5.
ASSUMPTIONS
 
In giving the opinion in this letter, we have assumed (without making enquiry or investigation) that:
 
5.1
all signatures, stamps and seals on all documents are genuine. All original documents are complete, authentic and up-to-date, and all documents submitted to us as a copy (whether by email or otherwise) are complete and accurate and conform to the original documents of which they are copies and that no amendments (whether oral, in writing or by conduct of the parties) have been made to any of the documents since they were examined by us;
 
5.2
where a document has been examined by us in draft or specimen form (including the forms of Pre-IPO Awards and the form of IPO Awards), it will be or has been duly executed in the form of that draft or specimen;
 
5.3
each of the Pre-IPO Awards has been granted based on the applicable form of Pre-IPO Awards referred to in paragraph 2.8 (Documents) and each of the IPO Awards has been granted based on the form of IPO Awards referred to in paragraph 2.9 (Documents);
 
5.4
the Current Articles referred to in paragraph 2.18 of this letter remain in full force and effect, and no alteration has been made or will be made to the Current Articles, in each case prior to the relevant date of the granting of rights to subscribe for the Shares and/or the allotment and issue of the Shares (each such date, an “Allotment Date”);
 
5.5
at the time of each allotment and issue of any Shares the Company shall have received in full “cash consideration” (as such term is defined in section 583(3) of the Companies Act) equal to the subscription price payable for such Shares and shall have entered the holder or holders thereof in the register of members of the Company showing that all such Shares shall have been fully paid up as to their nominal value and any premium thereon as at each Allotment Date;
 

Page Five

5.6
each of the Plans has been validly adopted and remains in full force and effect, and no alteration has been made or will be made to the Plans prior to any Allotment Date;
 
5.7
in relation to any allotment and issue of any Shares by the Company pursuant to the Plans, the recipient shall have become entitled to such Shares under the terms of the relevant Plan and such Shares, or rights over Shares, where applicable, will be fully vested each in accordance with the terms of the relevant Plan and such recipient has or will have complied with all other requirements of the relevant Plan in connection with the allotment and issue of such Shares;
 
5.8
all awards have been made under the terms of each applicable Plan, that the terms of all awards have not materially deviated from the terms set out in each applicable Plan, and that any Shares will be allotted and issued in accordance with the terms set out in each applicable Plan and in accordance with the Current Articles, the Replacement Option Deed and applicable laws;
 
5.9
the 2021 Plan (other than the Non-Employee Sub-Plan), the 2020 CSOP, the 2015 CSOP and the 2015 SOP each qualify as an “employees’ share scheme” as defined in section 1166 of the Companies Act;
 
5.10
the Replacement Options were granted at a time when the Company only had one class of ordinary shares in issue and the Prior Articles were the articles of association of the Company in effect at the time of grant of the Replacement Options;
 
5.11
immediately prior to each Allotment Date, the Directors shall have sufficient authority and powers conferred upon them to allot and issue such Shares and grant such rights (as applicable) under section 551 of the Companies Act  (unless such allotment and issue or grant is exempt under section 549(2) of the Companies Act) and under section 570 or section 571 of the Companies Act as if section 561 of the Companies Act did not apply to such allotment and issue or grant (unless such allotment and issue or grant is exempt from section 561 of the Companies Act pursuant to section 566 of the Companies Act) pursuant to the Shareholder Resolutions, or if the relevant authorities and powers under the Shareholder Resolutions have expired or been fully utilised the Company in general meeting having duly and validly resolved to grant such authorities and powers to the Directors, and the Directors shall not allot or issue (or purport to allot or issue) Shares and shall not grant rights (or purport to grant rights) to acquire Shares in excess of such powers or in breach of any other limitation on their power to allot and issue Shares or grant rights to acquire Shares;
 
5.12
no Shares shall be allotted or issued, or are or shall be committed to be allotted or issued, at a discount to their nominal value (whether in dollars or equivalent in any other currency);
 
5.13
all documents, forms and notices which should have been delivered to Companies House in respect of the Company have been so delivered;
 
5.14
the information revealed by the Searches is true, accurate, complete and up-to-date in all respects, and there is no information which should have been disclosed by the Searches that has not been disclosed for any reason and there has been no alteration in the status or condition of the Company since the date and time that the Searches were made and that the results of the Searches will remain complete and accurate as at each Allotment Date;
 
5.15
in relation to the allotment and issue of the Shares, the Directors have acted and will act in the manner required by section 172 of the Companies Act and the Shares will be allotted and issued in good faith and on bona fide commercial terms and on arms’ length terms and for the purpose of carrying on the business of the Company and that there are reasonable grounds for believing that the allotment and issue of the Shares will promote the success of the Company for the benefit of its members as a whole;
 
5.16
there has not been and will not be any bad faith, breach of trust, fraud, coercion, duress or undue influence on the part of any of the Directors in relation to any allotment and issue of Shares;
 

Page Six

5.17
the resolutions set out in the Director Written Resolutions referred to in paragraph 2.15 (Documents) were validly passed as written resolutions in accordance with the articles of association of the Company then in force, that the sole Director of the Company at such time was entitled to vote on the matters and signed the Director Written Resolutions, that all relevant provisions of the Companies Act and the articles of association then in force were complied with and the articles of association then in force were duly observed (including, if applicable, those relating to the declaration of the sole Director’s interests or his power to vote) and such resolutions were duly adopted, and have not been revoked or varied and remain in full force and effect and will remain so as at each Allotment Date;
 
5.18
the Board Minutes and the Pricing Committee Minutes referred to in paragraphs 2.12 (Documents) and 2.13 (Documents), respectively, provided to us in connection with the giving of this opinion, are a true record of the proceedings described therein, and that each meeting recorded in such minutes was and each meeting of the Directors or the Remuneration Committee referred to in paragraph 4.4 of this letter will be duly conducted as described therein, duly constituted and convened and all constitutional, statutory and other formalities were and/or will be duly observed (including, if applicable, those relating to the declaration of Directors’ interests or the power of interested Directors to vote), a quorum was and/or will be present throughout, the requisite majority of Directors voted and/or will vote in favour of approving the resolutions and the resolutions passed at that meeting of the Board or Pricing Committee or Remuneration Committee, as applicable, were and/or will be duly adopted, have not been and will not be revoked or varied and remain in full force and effect and will remain so as at each Allotment Date;
 
5.19
a general meeting of the Company was duly convened and held on short notice on 3 February 2021 at which all constitutional, statutory and other formalities were duly observed, a quorum of shareholders was present throughout and the Shareholder Resolutions referred to in paragraph 2.14 (Documents) were duly passed and have not been revoked or varied and remain in full force and effect, and that all filings required to be made with Companies House in connection therewith have been made within the relevant time limits;
 
5.20
the resolutions of the shareholders of the Company referred to in paragraph 5.11 will be duly passed as resolutions of the Company, all constitutional, statutory and other formalities will be observed and such resolutions will not have expired and will not be revoked or varied prior to each Allotment Date and will remain in full force and effect as at each Allotment Date;
 
5.21
the Company has complied and will comply with all applicable anti-terrorism, anti-money laundering, sanctions and human rights laws and regulations and that each grant of rights to acquire Shares under the Plans, as applicable, and that each allotment and issue of Shares pursuant to the Plans, as applicable, will be consistent with all such laws and regulations;
 
5.22
no Shares or rights to subscribe for Shares have been or shall be offered to the public in the United Kingdom in breach of the Financial Services and Markets Act 2000 (“FSMA”), the EU Prospectus Regulation (Regulation (EU) 2017/1129) as retained by the United Kingdom, as amended by the Prospectus (Amendment etc.) (EU Exit) Regulations 2019 (SI 2019/1234), the Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (SI 2019/707) and the Financial Services (Miscellaneous Amendments) (EU Exit) Regulations 2020 (SI 2020/628) or of any other United Kingdom laws or regulations concerning offers of securities to the public, and no communication has been or shall be made in relation to the Shares in breach of section 21 (Restrictions on financial promotion) of FSMA or any other United Kingdom laws or regulations relating to offers or invitations to subscribe for, or to acquire rights to subscribe for or otherwise acquire, shares or other securities;
 
5.23
in issuing and allotting and granting rights to acquire Shares and administering each of the Plans, the Company is not carrying on a regulated activity (within the meaning of section 19 (The general prohibition) of FSMA); and
 

Page Seven

5.24
the Company has not taken any corporate or other action nor have any steps been taken or legal proceedings been started against the Company for the liquidation, winding-up, dissolution or reorganisation of, or for the appointment of a liquidator, receiver, trustee, administrator, administrative receiver or similar officer of, any such party (including the Company) or all or any of its or their assets (or any analogous proceedings in any jurisdiction) and no such steps or proceedings will have been taken as at each Allotment Date, and the Company is not unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, as amended (the “Insolvency Act”) and will not become unable to pay its debts within the meaning of that section as a result of any of the transactions contemplated herein, is not insolvent and has not been dissolved (although the Searches gave no indication that any winding-up, dissolution or administration order or appointment of a receiver, administrator, administrative receiver or similar officer has been made with respect to the Company) and such actions and steps will not have been taken as at any Allotment Date.
 
6.
SCOPE OF OPINION
 
6.1
The opinion given in this letter is limited to English law as it would be applied by English courts on the date of this letter.
 
6.2
We express no opinion in this letter on the laws of any other jurisdiction. We have not investigated the laws of any country other than England and we assume that no foreign law affects the opinion stated in paragraph 4 (Opinion).
 
6.3
We express no opinion as to any agreement, instrument or other document other than as specified in this letter. For the purposes of giving the opinion in paragraph 4 (Opinion), we have only examined and relied on those documents set out in paragraph 2 (Documents) and made those searches and enquiries set out in paragraph 3 (Searches), respectively. We have made no further enquiries concerning the Company or any other matter in connection with the giving of the opinion in paragraph 4 (Opinion).
 
6.4
No opinion is expressed with respect to taxation in the United Kingdom or otherwise in this letter.
 
6.5
We have not been responsible for investigating or verifying the accuracy of the facts or the reasonableness of any statement of opinion or intention, contained in or relevant to any document referred to in this letter, or that no material facts have been omitted therefrom.
 
6.6
The opinion given in this letter is given on the basis of each of the assumptions set out in paragraph 5 (Assumptions) and is subject to each of the reservations set out in paragraph 7 (Reservations) to this letter. The opinion given in this letter is strictly limited to the matters stated in paragraph 4 (Opinion) and does not extend, and should not be read as extending, by implication or otherwise, to any other matters.
 
6.7
This letter only applies to those facts and circumstances which exist as at today’s date and we assume no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances which may subsequently come to our attention, any changes in laws which may occur after today, or to inform the addressee of any change in circumstances happening after the date of this letter which would alter the opinion given in this letter.
 
6.8
We have not been responsible for investigation or verification of statements of fact (including statements as to foreign law) or to the reasonableness of any statements of opinion in the Registration Statement, or that no material facts have been omitted therefrom.
 
6.9
This letter is given by Cooley (UK) LLP and no partner or employee assumes any personal responsibility for it nor shall owe any duty of care in respect of it.
 
6.10
This letter, the opinion given in it, and any non-contractual obligations arising out of or in connection with this letter and/or the opinion given in it, are governed by and shall be construed in accordance with English law as at the date of this letter.
 
7.
RESERVATIONS
 
7.1
The Online Search described at paragraph 3.1 (Searches) is not capable of revealing conclusively whether or not:
 

Page Eight


(a)
a winding-up order has been made or a resolution passed for the winding-up of a company;
 

(b)
an administration order has been made; or
 

(c)
a receiver, administrative receiver, administrator or liquidator has been appointed,
 
since notice of these matters may not be filed with the Registrar of Companies in England and Wales immediately and, when filed, may not be entered on the public database or recorded on the public microfiches of the relevant company immediately.
 
In addition, such a company search is not capable of revealing, prior to the making of the relevant order, whether or not a winding-up petition or a petition for an administration order has been presented.
 
7.2
The Telephone Enquiry described at paragraph 3.2 (Searches) relates only to a compulsory winding-up and is not capable of revealing conclusively whether or not a winding-up petition in respect of a compulsory winding-up has been presented, since details of the petition may not have been entered on the records of the Central Registry of Winding-up Petitions in England and Wales immediately or, in the case of a petition presented to a County Court in England and Wales, may not have been notified to the Central Registry of Winding-up Petitions in England and Wales and entered on such records at all, and the response to an enquiry only relates to the period of approximately four years prior to the date when the enquiry was made. We have not made enquiries of any District Registry or County Court in England and Wales.
 
7.3
The opinion set out in this letter is subject to: (i) any limitations arising from applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation, moratoria, schemes or analogous circumstances; and (ii) an English court exercising its discretion under section 426 of the Insolvency Act (co-operation between courts exercising jurisdiction in relation to insolvency) to assist the courts having the corresponding jurisdiction in any part of the United Kingdom or any relevant country or territory.
 
7.4
We express no opinion as to matters of fact.
 
7.5
We have made no enquiries of any individual connected with the Company.
 
7.6
We express no opinion on the compliance of any of the Plans, or the compliance of any award made under the Plans, with the rules or regulations of the Nasdaq Global Select Market or the rules or regulations of any other securities exchange that are applicable to the Company.
 
7.7
A certificate, documentation, notification, opinion or the like might be held by the English courts not to be conclusive if it can be shown to have an unreasonable or arbitrary basis or in the event of a manifest error.
 
7.8
We express no opinion in relation to the legality, enforceability or validity of the Plans or any award agreement entered into pursuant to the Plans. In particular, but without prejudice to the generality of the foregoing, we have assumed that the Shares to be allotted under the Plans, as applicable, or any such award agreement will be paid up in full (as to their nominal value and any premium) in cash (within the meaning of section 583(1) of the Companies Act) and we express no opinion as to whether any consideration other than “cash consideration” (as such term is defined in section 583(3) of the Companies Act) which might be paid, or purport to be paid, for the Shares would result in such Shares being validly issued, fully paid and not subject to any call for payment of further capital.
 
8.
DISCLOSURE AND RELIANCE
 
8.1
This letter is addressed to you solely for your benefit in connection with the Registration Statement. We consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations promulgated thereunder.
 

Page Nine

8.2
This letter may not be relied upon by you for any other purpose, or furnished to, assigned to, quoted to, or relied upon by any other person, firm or other entity for any purpose, other than for the purpose set out in above in paragraph 8.1, without our prior written consent, which may be granted or withheld at our sole discretion.
 
Yours faithfully

/s/ Cooley (UK) LLP
Cooley (UK) LLP




Exhibit 23.1
 
Consent of Independent Registered Public Accounting Firm
 
The Board of Directors
Immunocore Limited:
 
We consent to the use of our report incorporated by reference herein.
 
Our report refers to a change in the method of accounting for leases as of January 1, 2019, due to the adoption of IFRS 16, Leases.

/s/ KPMG LLP
 
London, United Kingdom
 
April 12, 2021




Exhibit 99.1



IMMUNOCORE LIMITED
 
Company Share Option Plan
Adopted by the Company on
20 April 2020
 

 
 
 

Table of Contents

Clause
Subject Matter
Page
     
1.
Interpretation
3
     
2.
Grant of Options
10
     
3.
Vesting Schedule and Performance Conditions
11
     
4.
Individual Limits on Grants
13
     
5.
Lapse and Suspension Of Options
13
     
6.
Exercise of Options
17
     
7.
Manner of Exercise Of Options
19
     
8.
Tax Liabilities
21
     
9.
Relationship with Employment Contract
22
     
10.
Takeovers
23
     
11.
Rollover of Options
24
     
12.
Sale
25
     
13.
Listing
25
     
14.
Variation of Share Capital
26
     
15.
Notices
27
     
16.
Administration and Amendment
28
     
17.
Governing Law
29
     
18.
Jurisdiction
31
     
19.
Third Party Rights
31
     
20.
Data Protection
31
     
1.
Interpretation
33
     
2.
Grant Of Option
33
     
3.
Vesting Dates
33
     
4.
First Exercise Date
34
     
5.
Latest Exercise Date
34

1

6.
Restrictions Applying To The Option Shares
35
     
7.
Terms of Option
35
     
8.
Restrictions on Transfer and Charging
35
     
9.
Exercise After Cessation Of Employment
35
     
10.
Terms of Your Employment
36
     
11.
Income Tax And National Insurance Contributions
36
     
12.
Exercise Of Option
37
     
Schedule 1
Relevant Restrictions
38
     
Schedule 2
Privileged Relation:
38
     
Schedule 3
Family Trust:
38
     
1.
Option Exercise
42
     
2.
Number Of Shares To Be Acquired
42
     
3.
Agreements About My Tax Liabilities
42
     
4.
Directions About My Tax And NICs Liabilities
44
     
5.
Payment
44

2

Rules of the Immunocore Limited Company Share Option Plan
 

1.
Interpretation
 
1.1
The following definitions and rules of interpretation apply in the Plan.

 
Adoption Date
the date of the adoption of the Plan by the Company;
     
 
AIM Rules
means London Stock Exchange PLC's rules relating to AIM as in force at the date of this Plan or, where the context requires, as amended or modified after the date of this agreement;
     
 
Associate
has the meaning given in paragraph 12 of Schedule 4;
     
 
Associated Company
has the meaning given in paragraph 35 of Schedule 4;
     
 
Bad Leaver
means a Leaver other than a Good Leaver or Very Bad Leaver;
     
 
Board
the board of directors of the Company or a committee of directors appointed by that board to carry out any of its functions under the Plan;
     
 
Business Day
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
     
 
Company
Immunocore Limited incorporated and registered in England and Wales with number 06456207;
     
 
Connected
has the meaning given in section 718 of ITEPA 2003;
     
 
Constituent Company
any of the following:
 
(a)          the Company; and
 
(b)          any Eligible Company nominated by the Board to be a Constituent Company at the relevant time.
     
 
Control
has the meaning given in section 719 of ITEPA 2003.
     
 
Date of Grant
the date on which an Option is granted under the Plan.
     
 
Eligible Company
any Subsidiary of the Company of which the Company has Control.

3

 
Eligible Employee
any Employee who:
 
(a)          does not have a Material Interest (either on his own or together with one or more of his Associates), and has not had such an interest in the last 12 months; and
 
(b)          has no Associate or Associates that has or (taken together) have a Material Interest, or had such an interest in the last 12 months; and
 
(c)          is either:
 
(i)          not a director of any Constituent Company; or
 
(ii)          a director of a Constituent Company who is required to devote at least 25 hours per week (excluding meal breaks) to his duties.
     
 
Employee
an employee of a Constituent Company;
     
 
Employer NICs
Secondary class 1 (employer) NICs (or any similar liability for social security contributions in any jurisdiction) that are included in any Tax Liability (or that would be included in any Tax Liability if an election of the type referred to in rule 8.2.2 had not been made) and that may be lawfully recovered from the Option Holder;
     
 
Exercise Price
the price at which each Share subject to an Option may be acquired on the exercise of that Option, which (subject to rule 14):
 
(a)          if Shares are to be newly issued to satisfy the exercise of the Option, may not be less than the nominal value of a Share;
 
(b)          may not be less than the Market Value of a Share on the Date of Grant.
     
 
Existing CSOP Options
all:
 
(a)          Options; and
 
(b)          options granted under any other Schedule 4 CSOP that has been established by the Company or any of its Associated Companies,
 
that can still be exercised;
     
 
Existing EMI Options
all qualifying options (as defined in section 527 of
ITEPA 2003) that have been granted as a result of employment with the Company (or any other member of group of companies to which the Company belongs) that can still exercised;

4

 
Existing Option
an option or any other right to acquire or receive Shares granted under any Share Incentive Scheme (including the Plan), that remains capable of exercise, or in the case of options or rights that do not require exercise, remains capable of satisfaction;
     
 
Good Leaver
means an Option Holder if they become a Leaver as a result of their;
 
(a)          injury, ill-health or disability (evidenced to the satisfaction of the Board);
 
(b)          death;
 
(c)          redundancy within the meaning of the Employment Rights Act 1996; or
 
(d)          employment being solely with a company which ceases to be member of the Group or their employment being transferred to a person who is not a member of the Group on completion of the sale of the business or part of the business to which their employment relates,
     
 
Grantor
the person granting an Option, that may be:
 
(a)          the Company; or
 
(b)          the trustees of an employee benefit trust authorised by the Board to grant Options at the relevant time; or
 
(c)          any other person so authorised
     
 
Group
the Company and any other Constituent Companies from time to time;
     
 
HMRC
HM Revenue & Customs;
     
 
Investor Majority
the holders of more than 65 per cent. of Series A Shares from time to time and the holders of more than 65 per cent. of Series B Shares from time to time;
     
 
ITEPA 2003
the Income Tax (Earnings and Pensions) Act 2003;
     
 
Key Feature
any provision of the Plan that is necessary to meet the requirements of Schedule 4;
     
 
Leaver
means the Option Holder if they cease, or have ceased to be, an Employee and does not continue
as, or become, an Employee;

5

 
Listing
the listing of the securities of the Company on the London Stock Exchange (including AIM) or any recognised investment exchange (as defined in section 285 of the financial Services and Market Act 2000) including NASDAQ and NASDAQ Europe and their respective share dealing markets and the Listing shall be treated as occurring on the day on which trading of the securities of the Company begins;
     
 
Listing Rules
the Listing Rules issued by the United Kingdom Listing Authority, as amended from time to time;
     
 
Market Value
market value determined in accordance with the applicable provisions of Part VIII of the Taxation of Chargeable Gains Act 1992, provided that if Shares are subject to a Relevant Restriction, Market Value of those Shares shall be determined as if they were not subject to a Relevant Restriction;
     
 
Material Interest
has the meaning given in paragraph 10 of Schedule 4;
     
 
Model Code
the model code on dealings in shares set out in the Listing Rules;
     
 
NICs
National Insurance Contributions;
     
 
Option
a right to acquire Shares granted under the Plan;
 
Option Certificate
a certificate setting out the terms of an Option, issued under rule 2.3 which shall be substantially in the form set out in Appendix 1 to the rules or in such other form as approved by the Board from time to time.
     
 
Option Holder
an individual who holds an Option or, where applicable, his Personal Representatives;
     
 
Option Shares
the Shares over which an Option subsists;
     
 
Performance Condition
any condition set under rule 3 that:
 
(a)          must be met before an Option can be exercised at all; and/or
 
(b)          provides that the extent to which an Option becomes capable of exercise shall be determined by reference to performance over a certain period measured against specified targets.
     
 
Personal Representatives
in relation to an Option Holder, the personal representatives of the Option Holder (being either the executors of his will to whom a valid grant of probate has been made or, if he dies intestate, the duly appointed administrator(s) of his estate) who have produced to the Company evidence of their appointment as such;

6

 
Plan
the employee share option plan constituted and governed by these rules, as amended from time to time;
     
 
Qualifying Shares
Shares which satisfy the conditions specified in paragraphs 16 to 18 and 20 of Schedule 4;
     
 
Reorganisation
the obtaining of Control of the Company after the Date of Grant by a company owned substantially by the same persons after the obtaining of Control as owned the Company prior to the change of Control
     
 
Relevant CSOP Options
all Options granted under the Plan (and any other Schedule 4 CSOP as a result of employment with the Company (or any other member of a group of companies to which the Company belongs) that can still be exercised;
     
 
Relevant Event
has the meaning given in paragraph 25A(7C) of Schedule 4;
     
 
Relevant Offer
either:
 
(a)          a general offer to acquire the whole of the issued share capital of the Company which is either unconditional or which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or
 
(b)          a general offer to acquire all the Shares,
 
and for these purposes the reference to the "whole of the issued share capital" and "all the Shares" shall not be taken to include any capital or Shares held by the person making the offer or a person Connected with that person, and it does not matter whether the offer is made to different shareholders by different means;
     
 
Relevant Restriction
any provision included in any contract, agreement, arrangement or condition to which any of sections 423(2), 423(3) and 423(4) of ITEPA 2003 would
apply if references in those sections to employment- related securities were references to Shares;
     
 
Rollover Period
any period during which Options may be exchanged for options over shares in another company (under paragraph 26 of Schedule 4, rule 11);
     
 
Sale
an unconditional agreement being entered into for the sale to a person other than a Constituent Company, of the whole, or substantially the whole,
of the business and assets of the Company;

7

 
Schedule 4
Schedule 4 to ITEPA 2003;
     
 
Schedule 4 CSOP
a share plan that meets the requirements of Schedule 4 to ITEPA 2003;
     
 
Series A Shares
series A shares of £0.0001 each in the capital of the Company from time to time;
     
  Series B Shares series B shares of £0.0001 each in the capital of the Company from time to time;
     
 
Share Incentive Scheme
any arrangement to provide employees and/or directors with shares;
     
 
Shares
£0.0001 ordinary shares in the Company (subject to rules 11 and 14);
     
 
Subsidiary
has the meaning given in section 1159 of the Companies Act 2006;
     
 
Sufficient Shares
the smallest number of Shares that, when sold, will produce an amount at least equal to the relevant Tax Liability (after deduction of brokerage and any other charges or taxes on the sale);
     
 
Takeover
the company coming under the Control of a person or persons as mentioned in rule 10.1;
     
 
Tax Liability
the total of:
 
(a)          any PAYE income tax and primary class 1 (employee) NICs (or any similar liability to withhold amounts in respect of income tax or social security contribution in any jurisdiction) that any employer (or former employer) of an Option Holder is liable to account for as a result of the exercise of an Option; and
 
(b)          if the relevant Option includes the requirement specified in rule 8.2 any Employer NICs that any employer (or former employer) of an Option Holder is liable to pay as a result of the exercise of an Option.
     
 
United Kingdom Listing Authority
 
the Financial Conduct Authority (or any successor body carrying out the same functions), acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000.
 

8

 
Very Bad Leaver
means a Leaver:

(a)      if he becomes a Leaver as a result of the termination of his contract of employment or
engagement, whether such termination is by a member of the Group, the Option Holder or otherwise, in circumstances where the relevant member of the Group is entitled to terminate such contract summarily with immediate effect without notice or payment in lieu of notice; or
 
(b)     whether before or after he becomes a Leaver he breaches the terms of any confidentiality,
non-competition, good faith, warranty or non-solicitation obligations due by him to any member of the Group, whether under his contract of employment or engagement or otherwise;
     
 
Vested Shares
Shares which, subject to the following rules of the Plan, may be acquired by the exercise of an Option in accordance with these rules either immediately or at some future time in consequence of either:
 
(a)          the date/s set out in the Vesting Schedule having been reached; or
 
(a)          one or more Performance Conditions having been met;
 
and Unvested Shares shall be construed accordingly; and
     
 
Vesting Schedule
such one or more time-based conditions as may be specified by the Board in the Option Certificate as mentioned in rules 3.1 and 3.2.
 
1.2
Rule headings shall not affect the interpretation of the Plan.
 
1.3
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
 
1.4
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
 
1.5
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
 
1.6
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
 
1.7
A reference to writing or written includes fax and e-mail.
 
1.8
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

9

1.9
A reference to the Plan or to any other agreement or document referred to in the Plan is a reference to the Plan or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of the Plan) from time to time.
 
1.10
References to rules are to the rules of the Plan.
 
1.11
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.
Grant of Options
 
2.1
Subject to the rules of the Plan, any Grantor may grant Options to any Eligible Employee it chooses at its absolute discretion.
 
2.2
Options may not be granted:
 

2.2.1
at any time when that grant would be prohibited by, or in breach of any:
 

(a)
law; or
 

(b)
regulation with the force of law; or
 

(c)
rule of an investment exchange on which Shares are listed or traded, part of the Model Code or any other non-statutory rule with a purpose similar to any part of the Model Code that binds the Company or with which the Board has resolved to comply; or
 

2.2.2
at any time when Shares are not Qualifying Shares.
 
2.3
Options may be granted on terms requiring the Option Holder to be bound by such restrictions on sale or other disposition of the Shares acquired on exercise of the Option as the Board may require in relation to the Company's first underwritten public offering of Shares under the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (or any such offering of a company which acquires the Company pursuant to a Reorganisation).
 
2.4
An Option shall be granted by the Grantor executing an Option Certificate. Each Option Certificate shall be sent to the relevant Option Holder and shall specify (without limitation):
 

2.4.1
the Date of Grant of the Option;
 

2.4.2
the number and class of the Shares over which the Option is granted;
 

2.4.3
the Exercise Price;

10


2.4.4
the date(s) after which the Option, or part of the Option, may be exercised, unless an earlier event occurs to cause the Option to lapse or to become exercisable, in whole or in part.
 

2.4.5
the date when the Option will lapse, assuming that the Option is not exercised earlier and no event occurs to cause the Option to lapse earlier.
 

2.4.6
any Performance Conditions, and the method by which the Performance Conditions may be varied or waived;
 

2.4.7
a statement that:
 

(a)
the Option is subject to these rules, Schedule 4 and any other legislation applying to Schedule 4 CSOPs; and
 

(b)
the provisions listed in rule 2.4.7(a) shall prevail over any conflicting statement relating to the Option's terms;
 

2.4.8
whether or not the shares are subject to any Relevant Restrictions and, if so, the nature of the Relevant Restrictions; and
 

2.4.9
any requirement imposed pursuant to rule 2.3.
 
2.5
No amount shall be paid for the grant of an Option.

3.
Vesting Schedule and Performance Conditions
 
3.1
An Option may be granted subject to either, or both, a Vesting Schedule and Performance Conditions as the Board shall determine.
 
3.2
An Option may be granted on terms that different proportions of the Option Shares shall respectively become Vested Shares if the Option Holder holds continuous employment within the Group throughout such different periods, as the Board shall specify in the Option Certificate.
 
3.3
An Option may be granted on terms that the extent to which the Option Shares become Vested Shares shall depend upon the extent to which one or more Performance Conditions specified in the Option Certificate is attained (so that if and insofar as any such Performance Condition is not attained, the Option shall then lapse and cease to be exercisable in respect of the proportion of Option Shares which does not then become Vested Shares).
 
3.4
A Performance Condition may be specified to apply to the whole or part only of an Option.

11

3.5
After an Option has been granted the Board may (with the consent of the Grantor, where appropriate) amend a Vesting Schedule so as to bring forward the time at which any Option Shares shall become Vested Shares or vary any Performance Condition imposed pursuant to rule 3.1 PROVIDED THAT no such variation shall be made unless an event has occurred or events have occurred in consequence of which the Board reasonably considers that the terms of the existing Performance Conditions should be so varied for the purpose of ensuring that either the objective criteria against which the performance of the Group and/or any Constituent Company and/or any division and/or the Option Holder will then be measured will be, in the reasonable opinion of the Board, a fairer measure of such performance or that any varied Performance Condition will afford a more effective incentive to Option Holders and will be no more difficult to satisfy than was the Performance Condition when first set.
 
3.6
After an Option has been granted the Board may (with the consent of the Grantor, if appropriate), waive in whole or in part any requirement that a Performance Condition be met as a condition of exercise of an Option PROVIDED THAT no such waiver shall be made unless an event or events have occurred in consequence of which the Board reasonably considers that the terms of the existing Performance Condition no longer afford an effective incentive to the Option Holder.
 
3.7
The Board shall determine whether, and to what extent, any Performance Conditions have been satisfied.
 
3.8
If an Option is subject to any Performance Condition, the Board shall notify the Option Holder (and the Grantor, if not the Company) within a reasonable time after the Board becomes aware of the relevant information:
 

3.8.1
whether (and, if relevant, to what extent) the Performance Condition has been satisfied and the relevant Option has therefore vested;
 

3.8.2
of any subsequent change in whether, or the extent to which, the Performance Condition has been satisfied;
 

3.8.3
when that Performance Condition has become incapable of being satisfied in whole or in part; and
 

3.8.4
of any waiver or variation of that Performance Condition under rule 3.5 or rule 3.6.
 

3.8.5
the number of Shares in respect of which an Option shall become vested on any occasion shall be rounded to the nearest whole number.

12


3.8.6
If, in consequence of a Performance Condition being met, an Option becomes vested in respect of some but not all of the Option Shares, it shall thereupon lapse and cease to be exercisable in respect of the balance of the Option Shares if such Performance Condition is incapable of being met in respect of the balance of such Option Shares.

4.
Individual Limits on Grants
 
4.1
References to Market Value in this rule 4 are to the Market Value on the date on which the relevant option was granted.
 
4.2
If the grant of any share option intended to be an Option (referred to in this rule 4.2 as the Excess Option) would cause the total Market Value of shares subject to:
 

4.2.1
the Excess Option; and
 


4.2.2
all Existing CSOP Options held by the relevant Eligible Employee,
 
to exceed £30,000 (or any other amount specified in paragraph 6 of Schedule 4 at the relevant time), the whole of that Excess Option shall take effect as a share option granted outside the Plan (but subject to the same terms and conditions as if it were an Option) and without the tax advantages available for Options.

4.3
If the grant of any share option intended to be an Option (referred to in this rule 4.3 as the Excess Option) would cause the total Market Value of shares subject to:
 

4.3.1
the Excess Option; and
 

4.3.2
all Relevant CSOP Options held by the relevant Eligible Employee; and
 

4.3.3
all Existing EMI Options held by the relevant Eligible Employee,

to exceed £250,000 (or any other amount specified in section 536(1)(e) of ITEPA 2003 at the relevant time), the whole of that Excess Option shall take effect as a share option granted outside the Plan (but subject to the same terms and conditions as if it were an Option) and without the tax advantages available for Options.

5.
Lapse and Suspension of Options
 
5.1
Options may not be transferred or assigned or have any charge or other security interest created over them. An Option shall lapse if the relevant Option Holder attempts to do any of those things. But, the transfer of an Option to an Option Holder's Personal Representatives on the death of the Option Holder will not cause an Option to lapse.

13

5.2
Subject to rule 6.11, an Option shall lapse on the earliest of the following:


5.2.1
any attempted action by the Option Holder falling within rule 5.1; or


5.2.2
when a Performance Condition applying to the whole Option becomes incapable of being met, as a result of which no part of the Option can be exercised; or
 

5.2.3
the date on which the Option shall lapse, as specified in the Option Certificate; or
 

5.2.4
the first anniversary of the Option Holder's death; or
 

5.2.5
the expiry of any time limit for the exercise of an Option specified in rule 6;
 

5.2.6
if rule 5.4 applies, the earliest applicable event specified in rule 5.8; or
 

5.2.7
if the Option Holder ceases to be an Employee and is a Good Leaver, the proportion of the Option that is retained under rule 5.7.1 shall lapse on the date that is 90 days from the date that the Option Holder becomes a Leaver or 12 months from the date that the Option Holder becomes a Leaver if the Option Holder becomes a Leaver as a result of the Option Holder’s death;
 

5.2.8
if the Board shall have exercised its discretion under rule 6.4, the expiry of the period allowed for exercise of an Option and specified by the Board pursuant to that rule;
 

5.2.9
if rule 10 or rule 12 applies, the time specified for the lapse of the Option under the relevant rule;
 

5.2.10
if a New Option is offered in exchange for an Old Option in accordance with rule 11 where the Acquiring Company obtains Control of the Company pursuant to a Reorganisation, the Old Option shall lapse 40 days from the later of the date of the Reorganisation or the date the New Option is offered; or
 

5.2.11
when the Option Holder becomes bankrupt under Part IX of the Insolvency Act 1986, or applies for an interim order under Part VIII of the Insolvency Act 1986, or proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, or takes similar steps, or is similarly affected, under laws of any jurisdiction that correspond to those provisions of the Insolvency Act.
 
5.3
Part of an Option shall lapse where:
 

5.3.1
a Performance Condition set for that Option has been met in such a way that the Option has become, and shall remain, exercisable only in part; or
 
14


5.3.2
a Performance Condition set for part of that Option becomes incapable of being met, as a result of which that part of the Option cannot be exercised; or
 

5.3.3
Rule 5.4 applies and the Board has determined under rule 6.5 that the Option may be exercised, but only in part.
 
5.4
Subject to rules 5.6, 5.7, 6.5 and 6.11, the part of an Option over Unvested Shares (in this rule 5.4, the Suspended Option) cannot be exercised under any rule of the Plan after the Option Holder has ceased employment with any Eligible Company for any reason unless:
 

5.4.1
the Option Holder becomes (or remains) an employee of another Eligible Company at (or about) the same time; or
 

5.4.2
the Option Holder is a Good Leaver, in which case rule 5.7.1 shall apply;


5.4.3
the Board decides to permit exercise of the Suspended Option under rule 6.5.
 
5.5
The Board shall notify the relevant Grantor (if the Grantor is not the Company) of any Option to which rule 5.4 applies, within a reasonable time after the Board becomes aware of that fact.
 
5.6
If:
 

5.6.1
notice to terminate employment is given by or to an Option Holder; and


5.6.2
that termination falls within rule 5.4,
 
the time the notice is given shall be treated under rule 5.4 (but not rule 5.8.2(a)) as the time at which the relevant employment ends. If this rule 5.6 applies, an Option Holder will not be able to exercise his Option after the giving of notice by or to him, subject to rule 6.5 and rule 5.7.1 if the Option Holder is a Good Leaver.
 
5.7
An Option shall lapse and cease to be exercisable under these rules if the Option Holder becomes a Leaver unless;
 

5.7.1
the Option Holder is a Good Leaver in which case the Option Holder (or, if they have died, or subsequently die, their Personal Representatives) may retain, and exercise:

15


(a)
any part of an Option which has Vested prior to the date that the Option Holder ceased to be an Employee; and
 

(b)
50% of the part of the Option over Unvested Shares (rounded down to the nearest whole number) which shall then be treated as Vested Shares for the purposes of these rules,
 
and, subject to the other provisions of these rules (including the other provisions for lapse of the Option in this rule 5) such retained Option shall be shall be exercisable at any time until the date that is 90 days following the date that the Option Holder becomes a Leaver (or 12 months from the date of death if the reason that the Option Holder becomes a Leaver is due to the death of the Option Holder). To the extent the Option has not been exercised within the relevant period, the Option shall lapse and cease to be exercisable at the end of the relevant period save that the Board may (in its absolute discretion) determine at any time prior to the end of the 90 day period after the Option Holder becomes a Leaver that the Option may be exercisable for such longer period and on such conditions as the Board may in its absolute discretion determine provided that the Board shall not permit an Option to be exercised by the Personal Representatives of an Option Holder after the first anniversary of the Option Holder's death.
 

5.7.2
the Option Holder is a Bad Leaver (but not a Very Bad Leaver) in which case the Option Holder may retain any part of an Option which has Vested prior to the date that the Option Holder ceased to be an Employee and, subject to the other provisions of these rules (including the other provisions for lapse of the Option in this rule 5) such retained Option shall be exercisable at any time until the date that is 90 days following the date that the Option Holder becomes a Leaver. To the extent the Option has not been exercised within this period, the Option shall lapse and cease to be exercisable at the end of the relevant period.
 

5.7.3
the Board decides to permit its exercise under rule 6.5.
 
5.8
Unless it lapses earlier under rule 5.2, a Suspended Option shall lapse:
 

5.8.1
if the Board has decided that the Suspended Option may be exercised in whole or in part under rule 6.5, at the end of the period during which it may be exercised under that Board decision; or
 

5.8.2
if the Board has not decided that the Suspended Option may be exercised in whole or in part under rule 6.5, on the earlier of:

16


(a)
the date falling 90 days after the relevant cessation of employment; or
 

(b)
any date on which the Board determines that it will not allow exercise of the Suspended Option under rule 6.5.

6.
Exercise of Options
 
6.1
Subject to rule 6.11, an Option may not in any event be exercised after the tenth anniversary of the Date of Grant.
 
6.2
Subject to rule 5.7, 6.3, 6.4, 6.11, 10.2 and 12.2, an Option may only be exercised (if at all) after the earliest to occur of the following:
 

6.2.1
A Takeover (other than a Reorganisation);
 

6.2.2
The court sanctioning a compromise or arrangement as mentioned in Rule 10.3
 

6.2.3
A Sale;
 

6.2.4
A Listing; or
 

6.2.5
The expiry of the period of one hundred and fourteen months commencing on the first day of the month in which the Date of Grant occurs
 
6.3
Save as provided in rules 5.7.1(b), 10 and 12 an Option may only ever be exercised in respect of Vested Shares or such greater proportion of the Option Shares as may be notified in writing to the Option Holder by the Board before or within 14 days after the date on which the Option becomes exercisable in accordance with rule 6.2 or rule 6.4.
 
6.4
Notwithstanding the provisions of rule 6.2 the Board may in its absolute discretion, by notice in writing to the relevant Option Holder (or where appropriate, his Personal Representatives) allow an Option to be exercised in the absence of a Takeover, court- sanctioned compromise or arrangement as mentioned in rule 10.3, Sale or a Listing and, in such notice, may, acting reasonably and not so as to cause any requirement of Schedule 4 not to be met, specify alternative conditions which must be satisfied before the Option may be exercised pursuant to this rule 6.4.
 
6.5
If rule 5.4 applies:
 

6.5.1
At any time during the 90 days after the relevant cessation of employment, the Board may decide that all or any part of a Suspended Option (as defined in rule 5.4) may be exercised. Any such decision, and whether to consider making such a decision, shall be entirely at the discretion of the Board.

17


6.5.2
The Board may specify a period for the exercise of a Suspended Option under this rule 6.5 that begins and/or ends before the period for exercise specified in the Option Certificate.
 

6.5.3
Any period specified by the Board for the exercise of a Suspended Option under this rule 6.5 may not end later than;
 

(a)
the latest date on which that Option could have been exercised under the Option Certificate if it had not become a Suspended Option; or
 

(b)
the date falling 12 months after the relevant cessation of employment if the reason for the cessation is the death of the Option Holder.
 

6.5.4
An Option to which this rule 6.5 applies:
 

(a)
may be exercised in accordance with the terms of any decision of the Board to permit its exercise under this rule 6.5, subject to rule 5.8; and
 

(b)
shall lapse according to rule 5.3.3 (if applicable) and rule 5.8.
 

6.5.5
Unless otherwise specified by the Board exercise of an Option to which this rule 6.5 applies shall continue to be subject to rules 6.2 and 6.3.
 

6.5.6
The Board shall notify the relevant Option Holder (and the relevant Grantor, if not the Company) of any decision made under this rule 6.5, including any decision not to permit the exercise of a Suspended Option, within a reasonable time after making it.
 
6.6
No Option may be exercised when its exercise is prohibited by, or would be a breach of, any of the following that then apply:
 

6.6.1
the Model Code; or
 

6.6.2
the AIM rules; or
 

6.6.3
any other rule, code or set of guidelines (such as a personal dealing code adopted by the Company) with a similar purpose and effect to any part of the Model Code; or
 

6.6.4
any law or regulation with the force of law.
 
6.7
No Option may be exercised at any time when the Option Holder:


6.7.1
has a Material Interest (any interests of the Option Holder's Associates being treated as belonging to the Option Holder for this purpose); or

18


6.7.2
had a Material Interest in the 12 months before that time (any interests of the Option Holder's Associates being treated as having belonged to the Option Holder for this purpose).
 
6.8
Exercise of the Option is conditional upon the Option Holder executing, if so required by the Company, a deed of adherence (in such form as may be required by the Company) with the Company and all persons who are holders of shares in the capital of the Company at the date of exercise of the Option whereby the Option Holder becomes a party to any shareholders’ agreement or other document having a similar effect which is in force between the Company and all persons who, at the date of exercise of the Option, are holders of shares in the capital of the Company.
 
6.9
An Option may only be exercised to the extent that any Performance Conditions have been met (or waived pursuant to rule 3.6).
 
6.10
An Option may only be exercised if the Option Holder has:
 

6.10.1
confirmed his agreement to rule 8 in writing (this confirmation may be included in the exercise notice); and
 

6.10.2
made any arrangements, or entered into any agreements, required under rule 8.
 
6.11
Subject to rule 6.3 and rule 6.9, if an Option Holder dies before the lapse of his Option, the Option may be exercised by his Personal Representatives at any time during the period of 12 months after the date of death, notwithstanding any contrary provision in the Plan save to the extent that contrary provision would not breach paragraph 25 of Schedule 4.
 
6.12
Subject to Rule 6.13, no Option may be exercised at any time when the Shares to which the Option relates are not Qualifying Shares.
 
6.13
If, in consequence of a Relevant Event, the Shares to which an Option are no longer Qualifying Shares, Options may be exercised under Rule 10 no later than 20 days after the day on which the Relevant Event occurs, notwithstanding that the Shares no longer meet those conditions (but not at any time when exercise would not be permitted under Rule 10, even if those conditions were met).

7.
Manner of Exercise Of Options
 
7.1
Where an Option is exercised in part, the Grantor shall issue a new Option Certificate for the Shares that are still subject to the Option.

19

7.2
An Option shall be exercised by the Option Holder giving a written exercise notice to the Company (acting as agent for the Grantor if the Grantor is not the Company), that shall:
 

7.2.1
set out the number of Shares over which the Option Holder wishes to exercise the Option. If that number exceeds the number over which the Option may be validly exercised at the time:
 

(a)
the Option shall be treated as exercised only in respect of that lesser number; and
 

(b)
any excess amount paid to exercise the Option or meet any Tax Liability shall be refunded; and
 

7.2.2
be made using a form that the Board will approve;
 

7.2.3
include a power of attorney appointing the Company as the Option Holder's agent and attorney for the purposes of rule 8.2.2, rule 8.4 and rule 8.6; and
 

7.2.4
include the confirmation required under rule 6.10.1 (unless this has been provided separately).
 
7.3
Any exercise notice shall be accompanied by:
 

7.3.1
payment of an amount equal to the Exercise Price multiplied by the number of Shares specified in the notice unless the Option Holder has entered into arrangements approved by the Company for procuring payment to the Company of the aggregate Exercise Price; and
 

7.3.2
any payment required under rule 8 unless the Option Holder has entered into arrangements approved by the Company for procuring payment to the Company of such payment; and/or
 

7.3.3
any documents relating to arrangements or agreements required under rules 2.3, 6.8 and 8.
 
7.4
Any exercise notice shall be invalid:
 

7.4.1
to the extent that it is inconsistent with the Option Holder's rights under these rules and the Option Certificate; or
 

7.4.2
if any of the requirements of rule 7.2 or rule 7.3 are not met; or


7.4.3
if any payment referred to in rule 7.3 is made by a cheque that is not honoured on first presentation or in any other manner that fails to transfer the expected value to the Grantor.
 
20

The Grantor may permit the Option Holder to correct any defect referred to in rule 7.4 (but shall not be obliged to do so). The date of any corrected exercise notice shall be the date of the correction rather than the original notice date for all other purposes of the Plan.
 
7.5
Shares shall be allotted and issued (or transferred, as appropriate) within 30 days after a valid Option exercise, subject to the other rules of the Plan.
 
7.6
Except for any rights determined by reference to a date before the date of allotment, Shares allotted and issued in satisfaction of the exercise of an Option shall rank equally in all respects with the other shares of the same class in issue at the date of allotment.
 
7.7
If the Shares are listed or traded on any stock exchange, the Company shall apply to the appropriate body for any newly issued Shares allotted on exercise of an Option to be admitted to trading on that exchange.

8.
Tax Liabilities

8.1
Each Option shall include a requirement that the Option Holder irrevocably agrees to:
 

8.1.1
pay to the Company, his employer or former employer (as appropriate) the amount of any Tax Liability; or
 

8.1.2
enter into arrangements to the satisfaction of the Company, his employer or former employer (as appropriate) for payment of any Tax Liability.
 
8.2
Unless the Constituent Company that employs the relevant Eligible Employee directs that it shall not, each Option shall include a requirement that the Option Holder irrevocably agrees that:
 

8.2.1
the Company, his employer or former employer (as appropriate) may recover the whole or any part of any Employer NICs from the Option Holder; or
 

8.2.2
at the request of the Company, his employer or former employer, the Option Holder shall elect (using a form approved by HMRC) that the whole or any part of the liability for Employer NICs shall be transferred to the Option Holder.
 
8.3
An Option Holder's employer or former employer may decide to release the Option Holder from, or not to enforce, any part of the Option Holder's obligations in respect of Employer NICs under rule 8.1 and rule 8.2.
 
21

8.4
If an Option Holder does not fulfil his obligations under either rule 8.1.1 or rule 8.1.2 in respect of any Tax Liability arising from the exercise of an Option within seven days after the date of exercise and Shares are readily saleable at that time, the Grantor shall withhold Sufficient Shares from the Shares that would otherwise be delivered to the Option Holder. From the net proceeds of sale of those withheld Shares, the Grantor shall pay to the Company, employer or former employer an amount equal to the Tax Liability and shall pay any balance to the Option Holder.
 
8.5
Option Holders shall have no rights to compensation or damages on account of any loss in respect of Options or the Plan where such loss arises (or is claimed to arise), in whole or in part, from the Plan ceasing to be a Schedule 4 CSOP.
 
8.6
Each Option shall include a requirement that the Option Holder irrevocably agrees to enter into a joint election under section 431(1) or section 431(2) of ITEPA 2003, if required to do so by the Company, his employer or former employer, on or before the date of exercise of the Option.

9.
Relationship with Employment Contract
 
9.1
The rights and obligations of any Option Holder under the terms of his office or employment with the Company (or any Eligible Company or former Eligible Company) shall not be affected by being an Option Holder.
 
9.2
The value of any benefit realised under the Plan by Option Holders shall not be taken into account in determining any pension or similar entitlements.
 
9.3
Option Holders and Employees shall have no rights to compensation or damages on account of any loss in respect of Options or the Plan where such loss arises (or is claimed to arise), in whole or in part, from:
 

9.3.1
termination of office or employment with; or
 

9.3.2
notice to terminate office or employment given by or to,
 
the Company, any Eligible Company or any former Eligible Company. This exclusion of liability shall apply however termination of office or employment, or the giving of notice, is caused and however compensation or damages may be claimed.
 
9.4
Option Holders and Employees shall have no rights to compensation or damages from the Company, any Constituent Company or any former Constituent Company on account of any loss in respect of Options or the Plan where such loss arises (or is claimed to arise), in whole or in part, from:
 
22


9.4.1
any company ceasing to be a Constituent Company; or
 

9.4.2
the transfer of any business from a Constituent Company to any person that is not a Constituent Company.
 
This exclusion of liability shall apply however the change of status of the relevant Constituent Company, or the transfer of the relevant business, is caused, and however compensation or damages may be claimed.
 
9.5
An Employee shall not have any right to receive Options, whether or not he has previously been granted any.

10.
Takeovers
 
10.1
Subject to rules 6.1 and 10.2, if any person (“the Controller”) acquires Control of the Company as a result of a Relevant Offer, or entering into a share sale and purchase agreement which will result in the Controller obtaining Control of the Company upon completion (on its own account or acting together with others); the Option Holder shall, whether or not he subsequently or in consequence of the change in control ceases to be employed by any Constituent Company for any reason but subject to the provisions of rules 6.3 and 6.4, be entitled to exercise his Option in whole or in part within the period of 40 days beginning with the date when the Controller has obtained Control of the Company and (if relevant) any condition subject to which the offer is made has been satisfied and to the extent that the Option is not exercised within such period it shall lapse and cease to be exercisable. This clause 10 shall not apply where the Controller acquires Control of the Company as a result of a Reorganisation.
 
10.2
Notwithstanding rule 10.1, if a person makes a Relevant Offer or negotiates a share sale and purchase agreement with the shareholders of the Company which will result in a change in Control, the Board may, in its absolute discretion and by notice in writing to all Option Holders, declare all outstanding Options to be exercisable either in whole or in part in respect of all Option Shares in anticipation of the change in Control during a reasonable limited period specified by the Board in the notice (which period shall end immediately before the Controller obtains Control of the Company if it has not already ended). If the Board so declares, then subject to the provisions of rule 6.3, all outstanding Options may be exercised at any time during such period. If not exercised, the Options shall lapse immediately upon expiry of such period.

23

10.3
Subject to rule 6.1 if under s899 Companies Act the court sanctions a compromise or arrangement (other than in connection with a Reorganisation) applicable to or affecting:
 

10.3.1
all the ordinary share capital of the Company, or all the Shares; or
 

10.3.2
all the ordinary share capital of the Company, or all the Shares, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a Schedule 4 CSOP Scheme,
 
the Option Holder shall, whether or not he subsequently or in consequence of the compromise or arrangement ceases to be employed by any Constituent Company for any reason but subject to the provisions of rules 6.3 and 6.4, be entitled to exercise his Option in whole or in part within the period of 40 days beginning with the date the court sanctions the arrangement and to the extent that the Option is not exercised within such period it shall lapse and cease to be exercisable.
 
10.4
In this rule 10 a person shall be deemed to have obtained Control of a company if he, and others acting with him, have obtained Control of it together.

11.
Rollover of Options
 
11.1
If a company has obtained Control of the Company as a result of company reorganisation (within the meaning of paragraph 26 of Schedule 4) affecting the Company, each Option Holder may, by agreement with that company (Acquiring Company) within the Rollover Period, release each Option (Old Option) for a replacement option (New Option). A New Option shall:
 

11.1.1
be over shares that satisfy the requirements of paragraphs 16 to 20 of Schedule 4 in the Acquiring Company (or some other company falling within paragraph 27(2)(b) of Schedule 4); and
 

11.1.2
be a right to acquire such number of those shares as have, immediately after grant of the New Option, a total Market Value substantially the same as the total Market Value of the shares subject to the Old Option immediately before its release (and for these purposes Market Value shall be determined using a methodology agreed by HMRC); and
 

11.1.3
have an exercise price per share such that the total price payable on complete exercise of the New Option is substantially the same as the total price that would have been payable on complete exercise of the Old Option; and

24


11.1.4
be exercisable in the same manner as the Old Option as it had effect immediately before the Old Option's release.
 
11.2
Any Rollover Period shall have the same duration as the applicable appropriate period defined in paragraph 26(3) of Schedule 4.
 
11.3
Any New Option granted under rule 11 shall be treated as having been acquired at the same time as the relevant Old Option for all other purposes of the Plan.
 
11.4
The Plan shall be interpreted in relation to any New Options as if references to:
 

11.4.1
the Company (except for those in the definitions of Constituent Company and Eligible Company) were references to the Acquiring Company (or to any other company whose shares are subject to the New Options, as the context may require); and
 

11.4.2
the Shares were references to the shares subject to the New Options.

11.5
The Company will remain the scheme organiser of the Plan (as defined in paragraph 2(2) of Schedule 4) following the release of Options and the grant of New Options under rule 11.
 
11.6
The Acquiring Company shall issue (or procure the issue of) an Option Certificate for each New Option.

12.
Sale
 
12.1
In the event of a Sale, subject to the provisions of rule 6.3, Options may be exercised in whole or in part whether or not the relevant Option Holder shall have ceased to be employed by a Constituent Company subsequently to or in consequence of that Sale within the period of 40 days beginning with the date of the Sale and shall lapse and cease to be exercisable at the end of that period.
 
12.2
If the Board anticipates that a Sale may occur, then subject to the provisions of rule 6.3, it may invite Option Holders to exercise Options in respect of Option Shares which would become Vested Shares upon such Sale within such period preceding such Sale as the Board may specify and, if an Option is not then exercised, it shall, unless the Board otherwise determines, lapse and cease to be exercisable at the end of that period.

25

13.
Listing
 
13.1
In the event of a Listing, Options may be exercised in respect of Vested Shares within such one or more periods after the Listing as the Board shall determine and notify to Option Holders before the Listing PROVIDED THAT:
 

13.1.1
no such period shall be less than 7 days long; and
 

13.1.2
the first such period shall begin within the period of 14 days beginning with the date of Listing; and
 

13.1.3
if no exercise period has been specified by the Board, Options may be exercised in respect of Vested Shares after the Listing; and
 

13.1.4
if more than one exercise period has been specified by the Board, Options shall in any event be exercisable in respect of not less than one-third of the Vested Shares at any time within the first such period; and
 

13.1.5
the Board shall specify in writing to the Option Holders, at the same time as issuing notice of the first exercise period, the number and dates of any further exercise periods.
 
13.2
Subject to rule 13.3 if, pursuant to rule 13.1 an Option becomes exercisable in consequence of a Listing, then the Company shall have the right not to issue and allot Shares upon the exercise of such Option unless the Option Holder has first agreed with the Company (in such form as the Board shall determine) that the Option Holder shall not sell or otherwise dispose of the Shares acquired upon the exercise of such Option within such period or periods (not extending beyond the second anniversary of the date of Listing) as the Board may specify in a notice in writing to the Option Holder.
 
13.3
No such agreement as is mentioned in rule 13.2 shall prevent an Option Holder from immediately disposing of such number of the Shares so acquired (by way of sale for a consideration in cash which is not less than the best consideration which may be obtained at the time of sale) as is sufficient to enable the Option Holder (after deduction of costs and expenses of sale) to recover the cost of the aggregate Option Price paid and any income tax and National Insurance contributions due in consequence of such exercise of such Option.

14.
Malus and Clawback

14.1
An Option will be subject to such to adjustments and deductions (malus) or recovery (clawback) as may be required to be made upon reasonable evidence that the Option Holder contributed to, or was materially responsible for:

26


14.1.1
the need for restatement of the Company’s or any member of the Group’s financial results because of fraud, dishonesty or such other misconduct;
 

14.1.2
misstating or misreporting or fraudulent or dishonest concealment of any clinical or trial data;
 

14.1.3
personally acting fraudulently or dishonestly in a manner that adversely affects the Company’s reputation or which is characterised as gross misconduct;
 

14.1.4
directing an employee, contractor, or advisor to act fraudulently, dishonestly, or to undertake other misconduct; and
 

14.1.5
breaching their material obligations to the Company through error, omission, or negligence.
 
14.2
The Company will make any determination for adjustment, deduction, clawback, recovery, or non-payment of amounts in its sole discretion and in accordance with any applicable law or regulation.

15.
Variation of Share Capital
 
15.1
If there is any variation of the share capital of the Company (whether that variation is a capitalisation issue (other than a scrip dividend), rights issue, consolidation, subdivision or reduction of capital or otherwise) that affects (or may affect) the value of Options to Option Holders, the Board may adjust the number and description of Shares subject to each Option and/or the Exercise Price of each Option in a manner that the Board, in its reasonable opinion, considers to be fair and appropriate. However:
 

15.1.1
such adjustments may only be made in accordance with the provisions of paragraph 22 of Schedule 4;
 

15.1.2
the amendment of any Option granted by a Grantor other than the Company shall require the consent of that Grantor (which shall not be unreasonably withheld);
 

15.1.3
the Exercise Price for a Share to be newly issued on the exercise of any Option shall not be reduced below its nominal value (unless the Board resolves to capitalise, from reserves, an amount equal to the amount by which the total nominal value of the relevant Shares exceeds the total adjusted Exercise Price, and to apply such amount to pay-up the relevant Shares in full).

27

16.
Notices
 
16.1
Any notice or other communication given under or in connection with the Plan shall be in writing and shall be:
 

16.1.1
delivered by hand or by pre-paid first-class post or other next working day delivery service at the appropriate address;
 
For the purposes of this rule 16, the appropriate address means:
 

(a)
in the case of the Company, its registered office, provided the notice is marked for the attention of the Company Secretary;
 

(b)
in the case of an Option Holder, his home address;
 

(c)
if the Option Holder has died, and notice of the appointment of personal representatives has been given to the Company, any contact address they have specified in such notice; and
 

(d)
in the case of any other Grantor, its registered office or such other address as has been notified in writing by the Grantor to the sender, provided the notice is marked for the attention of the person notified in writing to the sender,
 

16.1.2
sent by fax to the fax number notified in writing by the recipient to the sender; or
 

16.1.3
sent by email to the appropriate email address.

For the purposes of this rule 16, appropriate email address means:
 

(a)
in the case of the Company, to the email address of the person appointed as the Chief People Officer from time to time;
 

(b)
in the case of the Option Holder, if he is permitted to receive personal emails at work, his work email address or such other personal email address notified by the Option Holder in writing; and
 

(c)
in the case of any other Grantor, any email address notified in writing by the Grantor to the sender.
 
16.2
Any notice or other communication given under this rule 16 shall be deemed to have been received:

28


16.2.1
if delivered by hand, on signature of a delivery receipt, or at the time the notice is left at the proper address;
 

16.2.2
if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting, or at the time recorded by the delivery service;
 

16.2.3
if send by fax, at 9.00 am on the next Business Day after transmission; and
 

16.2.4
if sent by email, at 9.00 am on the next Business Day after sending.
 
16.3
This rule 16 does not apply to:
 

16.3.1
the service of any notice of exercise pursuant to rule 7.2; and
 

16.3.2
the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
 
17.
Administration and Amendment

17.1
The Plan shall be administered by the Board.
 
17.2
The Board may amend the Plan from time to time, but:
 

17.2.1
no amendment may be made to a Key Feature of the Plan if, as a result of the amendment, the Plan would no longer be a Schedule 4 CSOP;
 

17.2.2
no material amendment may apply to Options granted before the amendment was made:
 

(a)
if the Grantor is not the Company, without the consent of the Grantor (which shall not be unreasonably withheld); and
 

(b)
if the amendment will have a material adverse impact on the rights of the Option Holder:
 

(i)
without the prior written consent of such number of Option Holders as hold Option under the Plan to acquire 75 per cent of the Shares which would be issued or transferred if all Options granted and subsisting under the Plan were at that time exercised; or
 

(ii)
Without a resolution at a meeting of Option Holders passed by not less than 75 per cent of the Option Holders who attend and vote either in person or by proxy, and for the purposes of this rule 17.2.2(b)(ii) the Option Holders shall be treated as a separate class of share capital and the provisions of the articles of association of the Company relating to class meetings shall apply mutatis mutandis.

29


17.2.3
no amendment may be made without the prior approval of an Investor Majority if it would:
 

(a)
make the terms on which Options may be granted materially more generous; or
 

(b)
increase any of the limits specified in rule 4; or


(c)
change the definition of Eligible Employee to expand the class of potential Option Holders,
 
unless it is a minor amendment to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Option Holders or for the Company or any Eligible Company;
 
17.3
The cost of setting up and operating the Plan shall be borne by the Constituent Companies in proportions determined by the Board.
 
17.4
Each Grantor other than the Company shall at all times:
 

17.4.1
keep sufficient issued Shares available; and/or
 

17.4.2
hold sufficient enforceable rights to subscribe for Shares, or to acquire issued Shares,
 
to satisfy the exercise of all Options granted by that Grantor.
 
17.5
The Board shall determine any question of interpretation and settle any dispute arising under the Plan. In such matters, the Board's decision shall be final.
 
17.6
The Company and any other Grantor shall not be obliged to notify any Option Holder of any vesting of an Option or if an Option becomes exercisable or if an Option is due to lapse.
 
17.7
The Company, any other Grantor shall not be obliged to provide Option Holders with copies of any materials sent to the holders of Shares.
 

30

18.
Governing Law
 
The Plan and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

19.
Jurisdiction
 
19.1
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Plan or its subject matter or formation (including non-contractual disputes or claims).
 
19.2
Each party irrevocably consents to any process in any legal action or proceedings under rule 19.1 above being served on it in accordance with the provisions of the Plan relating to service of notices. Nothing contained in the Plan shall affect the right to serve process in any other manner permitted by law.

20.
Third Party Rights
 
20.1
A person who is not a party to the Option shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999 except where such rights arise under any provision of the Plan for any employer or former employer of the Option Holder which is not a party.
 
This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
 
20.2
The rights of the parties to an Option to surrender, terminate or rescind it, or agree any variation, waiver or settlement of it, are not subject to the consent of any person that is not a party to the Option as a result of the Contracts (Rights of Third Parties) Act 1999.

21.
Data Protection
 
21.1
For the purpose of operating the Plan, the Company will collect and process information relating to Employees, and Option Holders in accordance with the privacy notice which is on the Company intranet or otherwise supplied to Option Holders.

31

Appendix 1

Dated
202[*]
 


OPTION CERTIFICATE
 


32

THIS DEED dated
[DATE]
 
This is a deed of Immunocore Limited incorporated and registered in England and Wales with company number 06456207 whose registered office is at 90 Milton Park, Abingdon, Oxon, OX14 4RY (the Company).
 
Background:
 
A.
The Company has adopted the Immunocore Limited Company Share Option Plan (Plan).
 
B.
The Plan is a Schedule 4 CSOP scheme (as defined in paragraph 1(A1) of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003).
 
C.
The Company wishes to grant an option under the Plan to [NAME OF EMPLOYEE] of [ADDRESS OF EMPLOYEE] (Option Holder), on the terms specified in this Deed (Option Certificate).

1.
Interpretation
 
1.1
Terms defined in the rules of the Plan (but not defined in this Option Certificate) shall have the same meaning in this Option Certificate as in the rules of the Plan, unless the context requires otherwise. The rules of interpretation in the Plan also apply to the Option Certificate.
 
1.2
A copy of the rules of the Plan may be obtained from the intranet of the Company.
 
1.3
Terms in the Option Certificate such as you or your refer to and address the Option Holder.

2.
Grant Of Option
 
2.1
Subject to the other terms of the Option Certificate and the rules of the Plan, the Company grants You an option (Option) to acquire [NUMBER OF SHARES] Ordinary Shares (Option Shares) in the Company.
 
2.2
The Date of Grant of the Option is the date of execution of this Deed.
 
2.3
The Exercise Price of the Option is £[x] per Option Share.

3.
Vesting Dates

3.1
The Shares subject to your Option will vest and become Vested Shares as follows:

33

3.2
The Shares subject to your Option will vest and become Vested Shares as follows:
 

3.2.1
in respect of [●] Shares (being 25% of the Option Shares rounded down to the nearest whole number), on the first anniversary of the Date of Grant;
 

3.2.2
in respect of a further [●] Shares (being 25% of the Option Shares rounded down to the nearest whole number) on the second anniversary of the Date of Grant;
 

3.2.3
in respect of a further [●] Shares (being 25% of the Option Shares) on the third anniversary of the Date of Grant; and
 

3.2.4
in respect of the balance of the Option Shares on the fourth anniversary of the Date of Grant,
 
provided that no further vesting shall occur after you have ceased to be an Employee.
 
3.3
You may lose the ability to exercise the Option and/or the Option may lapse before any date specified in clause 3.1 if certain events occur, in accordance with the rules of the Plan.

4.
First Exercise Date
 
4.1
You may only exercise the Option on the occurrence of a Sale, Listing, Takeover (other than a Reorganisation) or other event referred to in rule 6.2 in accordance with the rules of the Plan unless the Board exercises its discretion to allow you to exercise prior to one of these events pursuant to rule 6.4.
 
4.2
If you exercise the Option before the date which is three years from the Date of Grant other than in certain defined events, You may not benefit from the special tax treatment for CSOP options. It is Your responsibility to take Your own tax advice in relation to any exercise of the Option.
 
5.
Latest Exercise Date
 
5.1
You may not exercise the Option after 5:00pm on the day immediately preceding the tenth anniversary of the Date of Grant and it will lapse on that date if it has not lapsed or been exercised in full before then.
 
5.2
You may lose the ability to exercise the Option and/or the Option may lapse before the date specified in clause 5.1 if certain events occur, in accordance with the rules of the Plan.

34

6.
Restrictions Applying To The Option Shares
 
The Option Shares are subject to the Relevant Restrictions in Schedule 1.
 
7.
Terms of Option
 
7.1
The Option is subject to:
 

7.1.1
Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 (Schedule 4);
 

7.1.2
any other legislation applying to Schedule 4 CSOP schemes; and
 

7.1.3
the rules of the Plan.
 
7.2
The provisions referred to in clause 7.1 shall take precedence over any conflicting statement about the terms of the Option.
 
7.3
Without limitation clause 3.3, clause 5.2, clause 8, clause 9, clause 10, clause 11 and clause 12 are included only as a summary of certain important provisions of the Plan, to draw these to your attention.

8.
Restrictions on Transfer and Charging
 
8.1
You may not transfer the Option and it will lapse if You attempt to do so. However, the Option will not lapse if and when it passes to your personal representatives on your death.
 
8.2
You may not make the Option subject to a charge or any other security interest. For example, You cannot use the Option as security for a loan. The Option will lapse if You attempt to do so.
 
8.3
The Option will lapse if You are declared bankrupt.

9.
Exercise After Cessation Of Employment
 
9.1
After You cease holding office or employment with the Company or any other company of which the Company has control, You may only exercise the Option if, and to the extent that, exercise is then permitted under the rules of the Plan.
 
9.2
In certain circumstances, after You give or receive notice to terminate employment with the Company or any other company of which the Company has Control, You may only exercise the Option if, and to the extent that, exercise is then permitted under the rules of the Plan.

35

10.
Terms of Your Employment
 
10.1
The grant and existence of the Option shall not affect the terms of your employment with the Company or any other company of which the Company has (or had) Control.
 
10.2
You shall have no rights to compensation or damages on account of any loss concerning the Option or the Plan that arises (or is claimed to arise), in whole or in part, from:
 

10.2.1
the termination of any office or employment held by You; or
 

10.2.2
any notice to terminate office or employment given by or to You; or
 

10.2.3
any company ceasing to be a Constituent Company of the Plan; or
 

10.2.4
the transfer of any business to a person which is not a Constituent Company of the Plan; or
 

10.2.5
a determination by HMRC that the Plan is no longer a Schedule 4 CSOP scheme.
 
This clause 10.2 applies however the relevant circumstances are caused and however damages or compensation may be claimed.
 
10.3
The grant of the Option does not give You any right to receive further options under the Plan, or any other share incentives or bonuses.
 
10.4
The value of any benefit realised from the Option shall not be taken into account in determining your entitlement to any pension or similar benefit.

11.
Income Tax And National Insurance Contributions

11.1
Depending on the circumstances, on exercise of the Option You may have an income tax liability under PAYE and You may be required to pay national insurance contributions (NICs). If so, then:
 

11.1.1
the Company or your employer may require You to pay amounts in respect of your PAYE and NICs liability, or enter into some other arrangement specified by the Company for the payment of these amounts;
 

11.1.2
You may be required to:
 

(a)
pay; or
 

(b)
enter into a joint election to transfer; or

36


(c)
enter into an arrangement or agreement for the payment of some or all of your employer's secondary class 1 NICs liability arising from exercise of the Option; and
 

11.1.3
in some circumstances, the Company may withhold the number of Option Shares required to meet your liabilities in respect of PAYE, and primary (employee) class 1 NICs and secondary (employer) class 1 NICs.
 
11.2
The Option may only be exercised if You:
 

11.2.1
confirm (in writing) that You agree to the requirements of the Plan relating to PAYE and NICs (Rule 8). This may be done at the time of exercise; and
 

11.2.2
make any arrangements, or enter into any agreements, that may be required under Rule 8.

12.
Exercise Of Option

12.1
To exercise the Option, you should fill in and sign an exercise notice and submit it to the Company.
 
12.2
You may also be required to enter into a deed of adherence, as referred to in rule 6.8 of the Plan.
 
12.3
An exercise notice form is attached to this Option Certificate.
 
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

37

Schedule 1
 
Relevant Restrictions
 
(A)
Articles of Association (adopted on 14 February 2020)
 
There are Relevant Restrictions contained in the Company’s Articles of Association. The details of these restrictions are set out below. In addition You will be provided with a copy of the Articles of Association so that You can refer to the full provisions containing these Relevant Restrictions.

Articles 7 to 11

Under the provisions of Article 7 to 10 of the Articles of Association of the Company, there is a general prohibition on transfers of Ordinary Shares other than to a Privileged Relation or a Family Trust. The definitions for these permitted transfers are copied below. This prohibition is subject to the provisions in Article 11 which allows a transfer to take place provided that the shares are first offered to the existing shareholders.
 
Privileged Relation:

in relation to an individual member or deceased or former individual member, means the husband or wife or the widower or widow of such member and all the lineal descendants and ascendants in direct line of such member and the brothers and sisters of such member and their lineal descendants and a husband or wife or widower or widow of any of the above persons and for the purposes aforesaid a step-child or adopted child or illegitimate child of any person shall be deemed to be his or her lineal descendant;
 
Family Trust:

as regards any particular individual member or deceased or former individual member, means a trust (whether arising under a settlement, declaration of trust or other instrument by whomsoever or wheresoever made or under a testamentary disposition or on an intestacy) under which no immediate beneficial interest in any of the Shares in question is for the time being vested in any person other than that individual and/or Privileged Relations of that individual; and so that for this purpose a person shall be considered to be beneficially interested in a Share if such Share or the income thereof is or may become liable to be transferred or paid or applied or appointed to or for the benefit of such person or any voting or other rights attaching thereto are or may become liable to be exercisable by or as directed by such person pursuant to the terms of the relevant trust or in consequence of an exercise of a power or discretion conferred thereby on any person or persons;
 
Article 12
 
Compulsory transfer (forfeiture) provisions apply where the individual is adjudicated bankrupt, if shares are not voluntarily transferred within a year of the individual’s death, or if the employee ceases to be employed by the Company. Fair value will be paid for a transfer arising under this Article and there is a mechanism for determining fair value in Article 12.
 
Article 14

In a case where the holders of 60% of the Ordinary Shares are proposing to sell such shares Article 14 enables them to force the minority to sell their shares for the consideration specified in Article 14.
 
38

(B)
Shareholders' Agreement
 
There is a provision in rule 6.8 of the Plan pursuant to which you may be required on exercise of the Option to enter into a deed of adherence to a shareholders' agreement entered into between the shareholders of the Company, under which you would agree to be bound by that agreement as though you were a party to it. It is possible that such an agreement could contain Relevant Restrictions. Details of certain restrictions on transfer set out in the existing shareholders' agreement are set out below. In addition, on request You will be provided with a copy of the relevant sections of the existing shareholders' agreement so that You can refer to the full provisions containing these Relevant Restrictions.
 
Clause 6

No party to the shareholders' agreement may transfer shares:
 

unless the transferee enters into a deed of adherence;
 

if the transferee is a competitor of the Company (unless pursuant to an offer under Article 15 of the Articles of Association of the Company).

39

Executed as a deed by Immunocore Limited acting
by a director in the presence of:

 Director
   
Witness Signature:
   
   
Witness name:
   
   
Witness address:
   
   
   
   
Witness Occupation:
   

40

DATED
201[*]
 

 


IMMUNOCORE LIMITED
COMPANY SHARE OPTION PLAN - NOTICE OF
EXERCISE OF OPTION
 

41

THIS DEED dated
[DATE]
is made by:

This notice is given by me, ____________________________ (write your full name here)
(Option Holder).

1.
Option Exercise
 
I wish to exercise the option (Option) granted to me on _______________________ (write date of grant here) by Immunocore Limited (Company) under the rules of the Immunocore Limited Company Share Option Plan (Plan). I agree to the terms of the Plan and my Option Certificate in relation to the Option.

2.
Number Of Shares To Be Acquired
 
I wish to exercise the Option to acquire:
 

All
 
 
__________ (if exercising only in part, write number of shares here)
 
(Delete one of the bullet points above, as appropriate.)

of the shares subject to the Option (the Shares) and I request that the Shares be allotted or transferred to me under the Plan and the articles of association of the Company.
 
(Note that you may exercise the Option in whole or in part)

3.
Agreements About My Tax Liabilities

3.1
I irrevocably agree to:
 

3.1.1
pay to the Company, my employer or former employer amounts equal to any PAYE income tax and primary class 1 (employee) National Insurance contributions (NICs) (or any similar liability for tax or social security contribution arising in any jurisdiction outside the United Kingdom) for which the Company, my employer or former employer is liable to account on the exercise of the Option or the sale of any Shares (or any other taxable event in relation to the Shares); or
 

3.1.2
enter into arrangements satisfactory to the Company to secure the payment of the amounts specified in clause 3.1.1.

42

3.2
I irrevocably agree:
 

3.2.1
to pay to the Company, my employer or former employer amounts equal to any secondary class 1 (employer) NICs (or any similar liability for social security contribution arising in any jurisdiction outside the United Kingdom) which the Company, my employer or former employer is liable to pay on the exercise of the Option or the sale of any Shares (or any other taxable event in relation to the Shares) and which may be lawfully recovered from me;
 

3.2.2
to enter into arrangements satisfactory to the Company to secure the payment of the amounts specified in clause 3.2.1; or
 

3.2.3
if requested to do so by the Company, my employer or former employer, to enter into a joint election to transfer to me liability for the whole or any part of the amounts specified in clause 3.2.1.
 
3.3
I understand and agree that, if I do not fulfil any obligation I then have under clause 3.1 and clause 3.2 within seven days after the date of this exercise, the Company may retain and sell enough of the Shares to satisfy my liabilities under clause 3.1 and clause 3.2, together with any costs arising from that sale. I shall be entitled to any balance of the sale proceeds.
 
3.4
I irrevocably agree to enter into a joint election in respect of the Shares under section 431(1) or section 431(2) of the Income Tax (Earnings and Pensions) Act 2003, if required to do so by the Company, my employer or former employer at any time up to the date falling 14 days after I acquire the Shares.
 
3.5
I appoint the Company (acting by any of its directors from time to time) as my agent and attorney to:
 

3.5.1
sell Shares and deal with the proceeds of sale as specified in clause 3.3 (if relevant, as modified by my direction in clause 4); and,
 

3.5.2
execute joint elections of the types specified in clause 3.2.3 and clause 3.4, in my name and on my behalf.
 
The Company may appoint one or more persons to act as substitute agent(s) and attorney(s) for me and to exercise one or more of the powers conferred on the Company by this power of attorney, other than the power to appoint a substitute attorney. The Company may subsequently revoke any such appointment.

43

This power of attorney shall be irrevocable, except with the consent of the Company, and is given by way of security to secure the interest of the Company (for itself and as trustee under the Option on behalf of any employer or former employer of mine) as a person liable to account for or pay any relevant PAYE or NICs liability.
 
I declare that a person who deals in good faith with the Company or any substitute attorney as my attorney appointed under this Deed may accept a written statement signed by that person to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

4.
Directions About My Tax And NICs Liabilities
 
(The Option was granted as an tax-advantaged CSOP option. As a result, income tax and NICs liabilities will only arise on exercise if certain limited circumstances.
 
If you have any doubt as to whether tax and NICs will be due on exercise, you should ask the Company Secretary to confirm the position before you exercise the Option.)
 
PAYE income tax and NICs (as specified in clause 3.1 and clause 3.2) (Tax Liability) may arise on this exercise. If a Tax Liability arises, I wish to pay my Tax Liability by the following method:


I authorise my employer to deduct the Tax Liability under PAYE from my next salary payment.
 

I have included payment for the Tax Liability in the enclosed cheque.
 

I wish the Company to retain and sell enough Shares to meet the Tax Liability, as specified in clause 3.3 (but without being required to wait until seven days after this exercise before doing so).
 

I have entered into other arrangements (which are satisfactory to the Company) to meet the Tax Liability.
 
Delete all but one of the bullet points above, as appropriate. If you do not select a method of settling your Tax Liability, the Company will sell a number of shares to meet your Tax Liability, as specified in clause 3.3.

5.
Payment
 
5.1
I enclose a cheque for __________________ (write amount here) which includes:
 

The aggregate exercise price payable under the Option for the Shares.
 
 
The amount due in respect of my PAYE and NICs liabilities (as specified in clause 3.1 and clause 3.2) arising on exercise. (Delete this bullet point, if it does not apply.)

44

5.2
I enclose completed documentation relating to other arrangements (which are satisfactory to the Company) to meet my PAYE and NICs liabilities arising on exercise (as specified in clause 3.1 and clause 3.2). (Delete this clause, if it does not apply.)
 
5.3
I enclose a completed deed of adherence in accordance with rule 6.8 of the Plan. (Delete this clause if it does not apply.)
 
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Signed as a deed by [NAME OF OPTION
HOLDER] in the presence of:

[SIGNATURE OF OPTION HOLDER]
   
Witness Signature:
   
   
Witness name:
   
   
Witness address:
   
   
   
   
Witness Occupation:
   


45


Exhibit 99.2



IMMUNOCORE LIMITED
 
Non Tax-Advantaged Share Option Plan 
Adopted by the Company on 20 April 2020



 
 

1

Table of Contents

Clause
Subject Matter
Page
     
1.
 Interpretation
3
     
2.
Grant of Options
8
     
3.
Vesting Schedule and Performance Conditions
10
     
4.
Lapse and Suspension Of Options
11
     
5.
Exercise of Options
15
     
6.
 Manner of Exercise Of Options
17
     
7.
Tax Liabilities
19
     
8.
Relationship with Employment Contract
20
     
9.
Takeovers
21
     
10.
Sale
22
     
11.
 Listing
23
     
12.
Malus and Clawback
24
     
13.
Variation of Share Capital
24
     
14.
Notices
25
     
15.
Administration and Amendment
26
     
16.
Governing Law
27
     
17.
Jurisdiction
27
     
18.
Third Party Rights
28
     
19.
 Data Protection
28

 
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Non Tax-Advantaged Rules April 2020_FINAL

Rules of the Immunocore Limited Non-Tax Advantaged Share Option Plan
 
1.
Interpretation
 
1.1
The following definitions and rules of interpretation apply in the Plan.

 
Adoption Date
the date of the adoption of the Plan by the Company;
     
 
AIM Rules
means London Stock Exchange PLC's rules relating to AIM as in force at the date of this Plan or, where the context requires, as amended or modified after the date of this agreement;
     
 
Bad Leaver
means a Leaver other than a Good Leaver or a Very Bad Leaver;
     
 
Board
the board of directors of the Company or a committee of directors appointed by that board to carry out any of its functions under the Plan;
     
 
Business Day
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
     
 
Company
Immunocore Limited incorporated and registered in England and Wales with number 06456207;
     
 
Connected
has the meaning given in section 718 of ITEPA 2003;
     
 
Constituent Company
any of the following:
 
(a)            the Company; and
 
(b)           any Eligible Company nominated by the Board to be a Constituent Company at the relevant time.
     
 
Control
has the meaning given in section 719 of ITEPA 2003.
     
 
Date of Grant
the date on which an Option is granted under the Plan.
     
 
Eligible Company
any Subsidiary of the Company of which the Company has Control.
     
 
Employee
any individual who is employed by, or who provides consultancy services to, or is a director (excluding any director appointed under articles 27.1(a) to 27.1(d) of the Company’s articles of association
adopted on 14 February 2020) of the Company or any member of the Group;

 
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Non Tax-Advantaged Rules April 2020_FINAL

 
Employer NICs
Secondary class 1 (employer) NICs (or any similar liability for social security contributions in any jurisdiction) that are included in any Tax Liability (or that would be included in any Tax Liability if an election of the type referred to in rule 7.2.2 had not been made) and that may be lawfully recovered from the Option Holder;
     
 
Exercise Price
the price at which each Share subject to an Option may be acquired on the exercise of that Option, which (subject to rule 12):
 
(a)          if Shares are to be newly issued to satisfy the exercise of the Option, may not be less than the nominal value of a Share;
 
(b)          may not be less than the Market Value of a Share on the Date of Grant.
     
 
Good Leaver
means an Option Holder if they become a Leaver as a result of their;
 
(a)          injury, ill-health or disability (evidenced to the satisfaction of the Board);
 
(b)          death;
 
(c)          redundancy within the meaning of the Employment Rights Act 1996; or
 
(d)          employment being solely with a company which ceases to be member of the Group or their employment being transferred to a person who is not a member of the Group on completion of the sale of the business or part of the business to which their employment relates,
     
 
Grantor
the person granting an Option, that may be:
 
(a)          the Company; or
 
(b)          the trustees of an employee benefit trust authorised by the Board to grant Options at the relevant time; or
 
any other person so authorised
     
 
Group
the Company and any other Constituent Companies from time to time;
     
 
HMRC
HM Revenue & Customs;
     
 
Investor Majority
the holders of more than 65 per cent. of Series A Shares from time to time and the holders of more than 65 per cent. of Series B Shares from time to time;

 
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Non Tax-Advantaged Rules April 2020_FINAL

 
ITEPA 2003
the Income Tax (Earnings and Pensions) Act 2003;
     
 
Leaver
means the Option Holder if they cease, or have ceased to be, an Employee and does not continue as, or become, an Employee;
     
 
Listing
the listing of the securities of the Company on the London Stock Exchange (including AIM) or any recognised investment exchange (as defined in section 285 of the financial Services and Market Act 2000) including NASDAQ and NASDAQ Europe and their respective share dealing markets and the Listing shall be treated as occurring on the day on which trading of the securities of the Company begins;
     
 
Listing Rules
the Listing Rules issued by the United Kingdom Listing Authority, as amended from time to time;
     
 
Market Value
market value determined in accordance with the applicable provisions of Part VIII of the Taxation of Chargeable Gains Act 1992, provided that if Shares are subject to a Relevant Restriction, Market Value of those Shares shall be determined as if they were not subject to a Relevant Restriction;
     
 
Model Code
the model code on dealings in shares set out in the Listing Rules.
     
 
NICs
National Insurance contributions;
     
 
Option
a right to acquire Shares granted under the Plan;
     
 
Option Certificate
a certificate setting out the terms of an Option, issued in accordance with rule 2.3 which shall be in such form as may be approved by the Board from time to time.
     
 
Option Holder
an individual who holds an Option or, where applicable, his Personal Representatives;
     
 
Option Shares
the Shares over which an Option subsists;
     
 
Performance Condition
any condition set under rule 3 that:
 
(a)          must be met before an Option can be exercised at all; and/or
 
(b)          provides that the extent to which an Option becomes capable of exercise shall be determined by reference to performance over a certain period measured against
specified targets.

 
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Non Tax-Advantaged Rules April 2020_FINAL


 
Personal Representatives
in relation to an Option Holder, the personal representatives of the Option Holder (being either the executors of his will to whom a valid grant of probate has been made or, if he dies intestate, the duly appointed administrator(s) of his estate) who have produced to the Company evidence of their appointment as such;
     
 
Plan
the employee share option plan constituted and governed by these rules, as amended from time to time;
     
 
Relevant Offer
either:
 
(a)          a general offer to acquire the whole of the issued share capital of the Company which is either unconditional or which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or
 
(b)          a general offer to acquire all the Shares,
 
and for these purposes the reference to the "whole of the issued share capital" and "all the Shares" shall not be taken to include any capital or Shares held by the person making the offer or a person Connected with that person, and it does not matter whether the offer is made to different shareholders by different means;
     
 
Relevant Restriction
any provision included in any contract, agreement, arrangement or condition to which any of sections 423(2), 423(3) and 423(4) of ITEPA 2003 would
apply if references in those sections to employment- related securities were references to Shares;
     
 
Sale
an unconditional agreement being entered into for the sale to a person other than a Constituent Company, of the whole, or substantially the whole, of the business and assets of the Company;
     
 
Series A Shares
series A shares of £0.0001 each in the capital of the Company from time to time;
     
  Series B Shares
series B shares of £0.0001 each in the capital of the Company from time to time;
     
 
Shares
£0.0001 ordinary shares in the Company (subject to rule 12);
     
 
Share Incentive Scheme
any arrangement to provide employees and/or directors with shares;
     
 
Subsidiary
has the meaning given in section 1159 of the Companies Act 2006;

 
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Non Tax-Advantaged Rules April 2020_FINAL

 
Sufficient Shares
the smallest number of Shares that, when sold, will produce an amount at least equal to the relevant Tax Liability (after deduction of brokerage and any other charges or taxes on the sale);
     
 
Takeover
the company coming under the Control of a person or persons as mentioned in rule 9.1;
     
 
Tax Liability
the total of:
 
(a)          any PAYE income tax and primary class 1 (employee) NICs (or any similar liability to withhold amounts in respect of income tax or social security contribution in any jurisdiction) that any employer (or former employer) of an Option Holder is liable to account for as a result of the exercise of an Option; and
 
(b)          if the relevant Option includes the requirement specified in rule 7.2 any Employer NICs that any employer (or former employer) of an Option Holder is liable to pay as a result of the exercise of an Option.
     
 
United Kingdom Listing Authority
 
the Financial Conduct Authority (or any successor body carrying out the same functions), acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000.
     
 
Very Bad Leaver
means a Leaver:
 
(a)          if he becomes a Leaver as a result of the termination of his contract of employment or engagement, whether such termination is by a member of the Group, the Option Holder or otherwise, in circumstances where the relevant member of the Group is entitled to terminate such contract summarily with immediate effect without notice or payment in lieu of notice; or
 
(b)          whether before or after he becomes a Leaver he breaches the terms of any confidentiality, non-competition, good faith, warranty or non-solicitation obligations due by him to any member of the Group, whether under his contract of employment or engagement or otherwise;

 
 7
Non Tax-Advantaged Rules April 2020_FINAL

 
Vested Shares
Shares which, subject to the following rules of the Plan, may be acquired by the exercise of an Option in accordance with these rules either immediately or at some future time in consequence of either:

(a)          the date/s set out in the Vesting Schedule having been reached; or
 
(b)          one or more Performance Conditions having been met,
 
and Unvested Shares shall be construed accordingly; and
     
 
Vesting Schedule
such one or more time-based conditions as may be specified by the Board in the Option Certificate as
mentioned in rules 3.1 and 3.2.
 
1.2
Rule headings shall not affect the interpretation of the Plan.
 
1.3
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
 
1.4
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
 
1.6
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
 
1.7
A reference to writing or written includes fax and e-mail.
 
1.8
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
 
1.9
A reference to the Plan or to any other agreement or document referred to in the Plan is a reference to the Plan or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of the Plan) from time to time.
 
1.10
References to rules are to the rules of the Plan.
 
1.11
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.
Grant of Options
 
2.1
Subject to the rules of the Plan, any Grantor may grant Options to any Employee prospective Employee or former Employee it chooses at its absolute discretion.

 
 8
Non Tax-Advantaged Rules April 2020_FINAL

2.2
Options may not be granted at any time when that grant would be prohibited by, or in breach of any:

  2.2.1
law; or
 

2.2.2
regulation with the force of law; or
 

2.2.3
rule of an investment exchange on which Shares are listed or traded, part of the Model Code or any other non-statutory rule with a purpose similar to any part of the Model Code that binds the Company or with which the Board has resolved to comply.

2.3
Options may be granted on terms requiring the Option Holder to be bound by such restrictions on sale or other disposition of the Shares acquired on exercise of the Option as the Board may require in relation to the Company's first underwritten public offering of Shares under the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (or any such offering of a company which acquires the Company pursuant to a Reorganisation).
 
2.4
An Option shall be granted by the Grantor executing an Option Certificate. Each Option Certificate shall be sent to the relevant Option Holder and shall specify (without limitation):


2.4.1
the Date of Grant of the Option;
 

2.4.2
the number and class of the Shares over which the Option is granted;
 

2.4.3
the Exercise Price;
 

2.4.4
the date(s) after which the Option, or part of the Option, may be exercised, unless an earlier event occurs to cause the Option to lapse or to become exercisable, in whole or in part.


2.4.5
the date when the Option will lapse, assuming that the Option is not exercised earlier and no event occurs to cause the Option to lapse earlier.
 

2.4.6
any Performance Conditions, and the method by which the Performance Conditions may be varied or waived;
 

2.4.7
whether or not the shares are subject to any Relevant Restrictions and, if so, the nature of the Relevant Restrictions; and
 

2.4.8
any requirement imposed pursuant to rule 2.3.
 
2.5
No amount shall be paid for the grant of an Option.

 
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Non Tax-Advantaged Rules April 2020_FINAL

3.
Vesting Schedule and Performance Conditions
 
3.1
An Option may be granted subject to either, or both, a Vesting Schedule and Performance Conditions as the Board shall determine.

3.2
An Option may be granted on terms that different proportions of the Option Shares shall respectively become Vested Shares if the Option Holder holds continuous employment within the Group throughout such different periods as the Board shall specify in the Option Certificate.
 
3.3
An Option may be granted on terms that the extent to which the Option Shares become Vested Shares shall depend upon the extent to which one or more Performance Conditions specified in the Option Certificate is attained (so that if and insofar as any such Performance Condition is not attained, the Option shall then lapse and cease to be exercisable in respect of the proportion of Option Shares which does not then become Vested Shares).

3.4
A Performance Condition may be specified to apply to the whole or part only of an Option.
 
3.5
After an Option has been granted the Board may (with the consent of the Grantor, where appropriate) amend a Vesting Schedule so as to bring forward the time at which any Option Shares shall become Vested Shares or vary any Performance Condition imposed pursuant to rule 3.1 PROVIDED THAT no such variation shall be made unless an event has occurred or events have occurred in consequence of which the Board reasonably considers that the terms of the existing Performance Conditions should be so varied for the purpose of ensuring that either the objective criteria against which the performance of the Group and/or any Constituent Company and/or any division and/or the Option Holder will then be measured will be, in the reasonable opinion of the Board, a fairer measure of such performance or that any varied Performance Condition will afford a more effective incentive to Option Holders and will be no more difficult to satisfy than was the Performance Condition when first set.
 
3.6
After an Option has been granted the Board may (with the consent of the Grantor, if appropriate), waive in whole or in part any requirement that a Performance Condition be met as a condition of exercise of an Option PROVIDED THAT no such waiver shall be made unless an event or events have occurred in consequence of which the Board reasonably considers that the terms of the existing Performance Condition no longer afford an effective incentive to the Option Holder.

 
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Non Tax-Advantaged Rules April 2020_FINAL

3.7
The Board shall determine whether, and to what extent, any Performance Conditions have been satisfied.

3.8
If an Option is subject to any Performance Condition, the Board shall notify the Option Holder (and the Grantor, if not the Company) within a reasonable time after the Board becomes aware of the relevant information:
 
  3.8.1
whether (and, if relevant, to what extent) the Performance Condition has been satisfied and the relevant Option has therefore vested;


3.8.2
of any subsequent change in whether, or the extent to which, the Performance Condition has been satisfied;
 

3.8.3
when that Performance Condition has become incapable of being satisfied in whole or in part; and


3.8.4
of any waiver or variation of that Performance Condition under rule 3.5 or rule 3.6.


3.8.5
the number of Shares in respect of which an Option shall become vested on any occasion shall be rounded to the nearest whole number.
 

3.8.6
If, in consequence of a Performance Condition being met, an Option becomes vested in respect of some but not all of the Option Shares, it shall thereupon lapse and cease to be exercisable in respect of the balance of the Option Shares if such Performance Condition is incapable of being met in respect of the balance of such Option Shares.

4.
Lapse and Suspension Of Options
 
4.1
Options may not be transferred or assigned or have any charge or other security interest created over them. An Option shall lapse if the relevant Option Holder attempts to do any of those things. But, the transfer of an Option to an Option Holder's Personal Representatives on the death of the Option Holder will not cause an Option to lapse.
 
4.2
Subject to rule 5.10, an Option shall lapse on the earliest of the following:
 

4.2.1
any attempted action by the Option Holder falling within rule 4.1; or
 

4.2.2
when a Performance Condition applying to the whole Option becomes incapable of being met, as a result of which no part of the Option can be exercised; or

 
 11
Non Tax-Advantaged Rules April 2020_FINAL


4.2.3
the date on which the Option shall lapse, as specified in the Option Certificate; or


4.2.4
the first anniversary of the Option Holder's death; or
 

4.2.5
the expiry of any time limit for the exercise of an Option specified in rule 5; or


4.2.6
if rule 4.4 applies, the earliest applicable event specified in rule 4.8; or
 

4.2.7
if the Option Holder ceases to be an Employee the proportion of the Option that is retained under rule 4.7 shall lapse on the date that is 90 days from the date that the Option Holder becomes a Leaver or 12 months from the date that the Option Holder becomes a Leaver if the Option Holder becomes a Leaver as a result of the Option Holder’s death;
 

4.2.8
if the Board shall have exercised its discretion under rule 5.4, the expiry of the period allowed for exercise of an Option and specified by the Board pursuant to that rule; or


4.2.9
if rule 9 applies, the relevant time specified for the lapse of the Option under that rule; or
 

4.2.10
when the Option Holder becomes bankrupt under Part IX of the Insolvency Act 1986, or applies for an interim order under Part VIII of the Insolvency Act 1986, or proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, or takes similar steps, or is similarly affected, under laws of any jurisdiction that correspond to those provisions of the Insolvency Act.
 
4.3
Part of an Option shall lapse where:
 

4.3.1
a Performance Condition set for that Option has been met in such a way that the Option has become, and shall remain, exercisable only in part; or
 

4.3.2
a Performance Condition set for part of that Option becomes incapable of being met, as a result of which that part of the Option cannot be exercised; or
 

4.3.3
Rule 4.4 applies and the Board has determined under rule 5.5 that the Option may be exercised, but only in part.

 
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4.4
Subject to rules 4.6, 4.7, 5.5 and 5.10, the part of an Option over Unvested Shares (in this rule 4.4, the Suspended Option) cannot be exercised under any rule of the Plan after the Option Holder has ceased employment with any Eligible Company and/or ceased to hold prospective employment with any Eligible Company for any reason unless:


4.4.1
the Option Holder becomes (or remains) an employee of another Eligible Company at (or about) the same time;
 

4.4.2
the Option Holder is a Good Leaver, in which case rule 4.7.1 shall apply;
 

4.4.3
the Board decides to permit exercise of the Suspended Option under rule 5.5; or


4.4.4
the Option was only granted after the Option Holder had ceased employment with any Eligible Company in which case the Option shall not become a Suspended Option under this rule 4.4 and shall be exercisable at such time or times as set out in these rules and the Option Certificate.
 
4.5
The Board shall notify the relevant Grantor (if the Grantor is not the Company) of any Option to which rule 4.4 applies, within a reasonable time after the Board becomes aware of that fact.

4.6
If:
 

4.6.1
notice to terminate employment is given by or to an Option Holder; and
 

4.6.2
that termination falls within rule 4.4,
 
the time the notice is given shall be treated under rule 4.4 (but not rule 4.8.2(a)) as the time at which the relevant employment or prospective employment ends. If this rule 4.6 applies, an Option Holder will not be able to exercise his Option after the giving of notice by or to him, subject to rule 5.5.

4.7
An Option shall lapse and shall cease to be exercisable under these rules if the Option Holder becomes a Leaver unless:
 

4.7.1
the Option Holder is a Good Leaver in which case the Option Holder (or, if they have died, or subsequently die, their Personal Representatives) may retain:
 
  (a)
any part of an Option which has Vested prior to the date that the Option Holder ceased to be an Employee; and

 
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  (b)
50% of the part of the Option over Unvested Shares (rounded down to the nearest whole number) which shall then be treated as Vested Shares for the purposes of these rules,
 
and, subject to the other provisions of these rules (including the other provisions for lapse of the Option in this rule 4) such retained Option shall be shall be exercisable at any time until the date that is 90 days following the date that the Option Holder becomes a Leaver (or 12 months from the date of death if the reason that the Option Holder becomes a Leaver is due to the death of the Option Holder). To the extent the Option has not been exercised within the relevant period, the Option shall lapse and cease to be exercisable at the end of the relevant period save that the Board may (in its absolute discretion) determine at any time prior to the end of the 90 day period after the Option Holder becomes a Leaver that the Option may be exercisable for such longer period and on such conditions as the Board may in its absolute discretion determine provided that the Board shall not permit an Option to be exercised by the Personal Representatives of an Option Holder after the first anniversary of the Option Holder's death.


4.7.2
the Option Holder is a Bad Leaver (but not a Very Bad Leaver) in which case the Option Holder may retain any part of an Option which has Vested prior to the date that the Option Holder ceased to be an Employee and, subject to the other provisions of these rules (including the other provisions for lapse of the Option in this rule 4) such retained Option shall be exercisable at any time until the date that is 90 days following the date that the Option Holder becomes a Leaver. To the extent the Option has not been exercised within this period, the Option shall lapse and cease to be exercisable at the end of the relevant period.
 

4.7.3
the Board decides to permit its exercise under rule 5.5.
 
4.8
Unless it lapses earlier under rule 4.2, a Suspended Option shall lapse:
 

4.8.1
if the Board has decided that the Suspended Option may be exercised in whole or in part under rule 5.5, at the end of the period during which it may be exercised under that Board decision; or


4.8.2
if the Board has not decided that the Suspended Option may be exercised in whole or in part under rule 5.5, on the earlier of:

 
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(a)
the date falling 90 days after the relevant cessation of employment or prospective employment; or


(b)
any date on which the Board determines that it will not allow exercise of the Suspended Option under rule 5.5.

5.
Exercise of Options
 
5.1
Subject to rule 5.10, an Option may not in any event be exercised after the tenth anniversary of the Date of Grant.
 
5.2
Subject to rules 5.3, 5.4, 5.10, 9.1, 9.3, 9.4, 9.5 and 10.2, an Option may only be exercised (if at all) after the earliest to occur of the following:
 

5.2.1
A Takeover;
 

5.2.2
The court sanctioning a compromise or arrangement as mentioned in rule 9.5;
 

5.2.3
A Sale;
 

5.2.4
A Listing; or
 

5.2.5
The expiry of the period of one hundred and fourteen months commencing on the first day of the month in which the Date of Grant occurs
 
5.3
Save as provided in rules 9.1 and 10.2, an Option may only ever be exercised in respect of Vested Shares or such greater proportion of the Option Shares as may be notified in writing to the Option Holder by the Board before or within 14 days after the date on which the Option becomes exercisable in accordance with rule 5.2 or rule 5.4.

5.4
Notwithstanding the provisions of rule 5.2 the Board may in its absolute discretion, by notice in writing to the relevant Option Holder (or where appropriate, his Personal Representatives) allow an Option to be exercised in the absence of a Takeover, court- sanctioned compromise or arrangement as mentioned in rule 9.45, Sale or a Listing and, in such notice, may, acting reasonably, specify alternative conditions which must be satisfied before the Option may be exercised pursuant to this rule 5.4.
 
5.5
If rule 4.4 applies:


5.5.1
At any time during the 90 days after the relevant cessation of employment or prospective employment, the Board may decide that all or any part of a Suspended Option (as defined in rule 4.4) may be exercised. Any such decision, and whether to consider making such a decision, shall be entirely at the discretion of the Board.

 
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5.5.2
The Board may specify a period for the exercise of a Suspended Option under this rule 5.5 that begins and/or ends before the period for exercise specified in the Option Certificate.
 

5.5.3
Any period specified by the Board for the exercise of a Suspended Option under this rule 5.5 may not end later than:


(a)
the latest date on which that Option could have been exercised under the Option Certificate if it had not become a Suspended Option;
 

(b)
the date falling 12 months after the relevant cessation of employment or prospective employment if the reason for the cessation is the death of the Option Holder.


5.5.4
An Option to which this rule 5.5 applies:
 

(a)
may be exercised in accordance with the terms of any decision of the Board to permit its exercise under this rule 5.5, subject to rule 4.8; and


(b)
shall lapse according to rule 4.3.3 (if applicable) and rule 4.8.
 

5.5.5
Unless otherwise specified by the Board exercise of an Option to which this rule 5.5 applies shall continue to be subject to rules 5.2 and 5.3.
 

5.5.6
The Board shall notify the relevant Option Holder (and the relevant Grantor, if not the Company) of any decision made under this rule 5.5, including any decision not to permit the exercise of a Suspended Option, within a reasonable time after making it.

5.6
No Option may be exercised when its exercise is prohibited by, or would be a breach of, any of the following that then apply:


5.6.1
the Model Code; or
 

5.6.2
the AIM rules; or
 

5.6.3
any other rule, code or set of guidelines (such as a personal dealing code adopted by the Company) with a similar purpose and effect to any part of the Model Code; or
 

5.6.4
any law or regulation with the force of law.

 
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5.7
Exercise of the Option is conditional upon the Option Holder executing, if so required by the Company, a deed of adherence (in such form as may be required by the Company) with the Company and all persons who are holders of shares in the capital of the Company at the date of exercise of the Option whereby the Option Holder becomes a party to any shareholders’ agreement or other document having a similar effect which is in force between the Company and all persons who, at the date of exercise of the Option, are holders of shares in the capital of the Company.
 
5.8
An Option may only be exercised to the extent that any Performance Conditions have been met (or waived pursuant to rule 3.6).
 
5.9
An Option may only be exercised if the Option Holder has:
 

5.9.1
confirmed his agreement to rule 7 in writing (this confirmation may be included in the exercise notice); and


5.9.2
made any arrangements, or entered into any agreements, required under rule 7.
 
5.10
Subject to rule 5.3 and rule 5.8, if an Option Holder dies before the lapse of his Option, the Option may be exercised by his Personal Representatives at any time during the period of 12 months after the date of death.

6.
Manner of Exercise Of Options
 
6.1
Where an Option is exercised in part, the Grantor shall issue a new Option Certificate for the Shares that are still subject to the Option.

6.2
An Option shall be exercised by the Option Holder giving a written exercise notice to the Company (acting as agent for the Grantor if the Grantor is not the Company), that shall:


6.2.1
set out the number of Shares over which the Option Holder wishes to exercise the Option. If that number exceeds the number over which the Option may be validly exercised at the time:


(a)
the Option shall be treated as exercised only in respect of that lesser number; and


(b)
any excess amount paid to exercise the Option or meet any Tax Liability shall be refunded; and


6.2.2
be made using a form that the Board will approve ;

 
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6.2.3
include a power of attorney appointing the Company as the Option Holder's agent and attorney for the purposes of rule 7.2.2, rule 7.4 and rule 7.5; and


6.2.4
include the confirmation required under rule 5.9.1 (unless this has been provided separately).
 
6.3
Any exercise notice shall be accompanied by:
 

6.3.1
payment of an amount equal to the Exercise Price multiplied by the number of Shares specified in the notice unless the Option Holder has entered into arrangements approved by the Company for procuring payment to the Company of the aggregate Exercise Price; and
 

6.3.2
any payment required under rule 7 unless the Option Holder has entered into arrangements approved by the Company for procuring payment to the Company of such payment; and/or


6.3.3
any documents relating to arrangements or agreements required under rules 2.3, 5.7 and 7.
 
6.4
Any exercise notice shall be invalid:


6.4.1
to the extent that it is inconsistent with the Option Holder's rights under these rules and the Option Certificate; or
 

6.4.2
if any of the requirements of rule 6.2 or rule 6.3 are not met; or
 

6.4.3
if any payment referred to in rule 6.3 is made by a cheque that is not honoured on first presentation or in any other manner that fails to transfer the expected value to the Grantor.
 
The Grantor may permit the Option Holder to correct any defect referred to in rule 6.4 (but shall not be obliged to do so). The date of any corrected exercise notice shall be the date of the correction rather than the original notice date for all other purposes of the Plan.
 
6.5
Shares shall be allotted and issued (or transferred, as appropriate) within 30 days after a valid Option exercise, subject to the other rules of the Plan.
 
6.6
Except for any rights determined by reference to a date before the date of allotment, Shares allotted and issued in satisfaction of the exercise of an Option shall rank equally in all respects with the other shares of the same class in issue at the date of allotment.

 
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6.7
If the Shares are listed or traded on any stock exchange, the Company shall apply to the appropriate body for any newly issued Shares allotted on exercise of an Option to be admitted to trading on that exchange.

7.
Tax Liabilities

7.1
Each Option shall include a requirement that the Option Holder irrevocably agrees to:
 

7.1.1
pay to the Company, his employer, prospective employer or former employer (as appropriate) the amount of any Tax Liability; or
 

7.1.2
enter into arrangements to the satisfaction of the Company, his employer, prospective employer or former employer (as appropriate) for payment of any Tax Liability.
 
7.2
Unless the Constituent Company that employs or employed the relevant Option Holder directs that it shall not, each Option shall include a requirement that the Option Holder irrevocably agrees that:


7.2.1
the Company, his employer, prospective employer or former employer (as appropriate) may recover the whole or any part of any Employer NICs from the Option Holder; or
 

7.2.2
at the request of the Company, his employer, prospective employer or former employer, the Option Holder shall elect (using a form approved by HMRC) that the whole or any part of the liability for Employer NICs shall be transferred to the Option Holder.

7.3
An Option Holder's employer, prospective employer or former employer may decide to release the Option Holder from, or not to enforce, any part of the Option Holder's obligations in respect of Employer NICs under rule 7.1 and rule 7.2.

7.4
If an Option Holder does not fulfil his obligations under either rule 7.1.1 or rule 7.1.2 in respect of any Tax Liability arising from the exercise of an Option within seven days after the date of exercise and Shares are readily saleable at that time, the Grantor shall withhold Sufficient Shares from the Shares that would otherwise be delivered to the Option Holder. From the net proceeds of sale of those withheld Shares, the Grantor shall pay to the Company, employer, prospective employer or former employer an amount equal to the Tax Liability and shall pay any balance to the Option Holder.
 
7.5
Each Option shall include a requirement that the Option Holder irrevocably agrees to enter into a joint election under section 431(1) or section 431(2) of ITEPA 2003, if required to do so by the Company, his employer, prospective employer or former employer, on or before the date of exercise of the Option.

 
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8.
Relationship with Employment Contract
 
8.1
The rights and obligations of any Option Holder under the terms of his office or employment or prospective office or employment with the Company (or any Eligible Company or former Eligible Company) shall not be affected by being an Option Holder.
 
8.2
The value of any benefit realised under the Plan by Option Holders shall not be taken into account in determining any pension or similar entitlements.
 
8.3
Option Holders, prospective Employees and Employees shall have no rights to compensation or damages on account of any loss in respect of Options or the Plan where such loss arises (or is claimed to arise), in whole or in part, from:


8.3.1
termination of any offer of office or employment with;
 

8.3.2
termination of office or employment with; or
 

8.3.3
notice to terminate office or employment given by or to,
 
the Company, any Eligible Company or any former Eligible Company. This exclusion of liability shall apply however termination of any offer or termination of office or employment, or the giving of notice, is caused and however compensation or damages may be claimed.

8.4
Option Holders, prospective Employees and Employees shall have no rights to compensation or damages from the Company, any Constituent Company or any former Constituent Company on account of any loss in respect of Options or the Plan where such loss arises (or is claimed to arise), in whole or in part, from:


8.4.1
any company ceasing to be a Constituent Company; or
 

8.4.2
the transfer of any business from a Constituent Company to any person that is not a Constituent Company.
 
This exclusion of liability shall apply however the change of status of the relevant Constituent Company, or the transfer of the relevant business, is caused, and however compensation or damages may be claimed.
 
8.5
An Employee or prospective Employee shall not have any right to receive Options, whether or not he has previously been granted any.

 
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9.
Takeovers
 
9.1
Subject to rules 5.1, 9.12, 9.3 and 9.4, if any person (“the Controller”) acquires Control of the Company as a result of a Relevant Offer, or entering into a share sale and purchase agreement which will result in the Controller obtaining Control of the Company upon completion (on its own account or acting together with others) the Option Holder shall, whether or not he subsequently or in consequence of the change in control ceases to be employed by any Constituent Company for any reason but subject to the provisions of rules 5.3 and 5.4, be entitled to exercise his Option in whole or in part within the period of 40 days beginning with the date when the Controller has obtained Control of the Company and (if relevant) any condition subject to which the offer is made has been satisfied and to the extent that the Option is not exercised within such period it shall lapse and cease to be exercisable.
 
9.2
Notwithstanding rule 9.1, if a person makes a Relevant Offer or negotiates a share sale and purchase agreement with the shareholders of the Company which will result in a change in Control, the Board may, in its absolute discretion and by notice in writing to all Option Holders, declare all outstanding Options to be exercisable either in whole or in part in respect of all Option Shares in anticipation of the change in Control during a reasonable limited period specified by the Board in the notice (which period shall end immediately before the Controller obtains Control of the Company if it has not already ended). If the Board so declares, then subject to the provisions of rule 5.3 all outstanding Options may be exercised at any time during such period. If not exercised, the Options shall lapse immediately upon expiry of such period.
 
9.3
The Board, in its discretion, may determine that any event which would trigger the exercise of Options (and, if relevant, the lapse of Options) under rule 9.1 shall not do so if that event takes place in the course of any corporate reconstruction or reorganisation under which the ultimate beneficial ownership of the business of the Group will remain the same, and the arrangements for the corporate reorganisation or reconstruction include appropriate provisions for either the replacement of Options or other compensation of Option Holders for the loss of Options which the Board, in its reasonable opinion, considers to be fair.
 
9.4
If the Board makes a determination pursuant to rule 9.3 and an Option Holder is invited to release his rights under his Option in consideration for either the grant of a replacement option over shares in the acquiring company or the payment of other compensation and the Option Holder does not agree to release his rights under his Option then his Option shall lapse and cease to be exercisable at the end of the period within which the Option Holder could have accepted such invitation.

 
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9.5
Unless the relevant compromise or arrangement includes appropriate provisions for the replacement of Options or other compensation for Option Holders for the loss of Options which the Board, in its reasonable opinion, considers to be fair then subject to the provisions of rule 5.3, any Option may be exercised either in whole or in part within 40 days after any person (in this rule 9.5 the Controller) obtains Control of the Company as a result of a court sanctioning a compromise or arrangement under Part 26 and (where applicable) Part 27 of the Companies Act 2006 and to the extent that an Option is not exercised within such period it shall lapse and cease to be exercisable.
 
9.6
If a court sanctioned compromise or arrangement under Part 26 and (where applicable) Part 27 of the Companies Act 2006 does include appropriate provisions for the replacement of Options or other compensation for the loss of Options which the Board, in its reasonable opinion, considers to be fair and an Option Holder is invited, in accordance with those provisions, to release his rights under his Option in consideration for either the grant of a replacement option or the payment of other compensation and the Option Holder does not agree to release his rights under his Option then his Option shall lapse and cease to be exercisable at the end of the period within which the Option Holder could have accepted such invitation.
 
9.7
In this rule 9 a person shall be deemed to have obtained Control of a company if he, and others acting with him, have obtained Control of it together.

10.
Sale
 
10.1
In the event of a Sale subject to the provisions of rule 5.3, Options may be exercised in whole or in part whether or not the relevant Option Holder shall have ceased to be employed by a Constituent Company subsequently to or in consequence of that Sale within the period of 40 days beginning with the date of the Sale and shall lapse and cease to be exercisable at the end of that period.
 
10.2
If the Board anticipates that a Sale may occur, then subject to the provisions of rule
 
5.3 it may invite Option Holders to exercise Options in whole or in part within such period preceding such Sale as the Board may specify and, if an Option is not then exercised, it shall, unless the Board otherwise determines, lapse and cease to be exercisable at the end of that period.

 
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11.
Listing
 
11.1
In the event of a Listing, Options may be exercised in respect of Vested Shares within such one or more periods after the Listing as the Board shall determine and notify to Option Holders before the Listing PROVIDED THAT:


11.1.1
no such period shall be less than 7 days long; and


11.1.2
the first such period shall begin within the period of 14 days beginning with the date of Listing; and
 

11.1.3
if no exercise period has been specified by the Board, Options may be exercised in respect of Vested Shares after the Listing; and
 

11.1.4
if more than one exercise period has been specified by the Board, Options shall in any event be exercisable in respect of not less than one-third of the Vested Shares at any time within the first such period; and


11.1.5
the Board shall specify in writing to the Option Holders, at the same time as issuing notice of the first exercise period, the number and dates of any further exercise periods.
 
11.2
Subject to rule 11.3 if, pursuant to rule 11.1 an Option becomes exercisable in consequence of a Listing, then the Company shall have the right not to issue and allot Shares upon the exercise of such Option unless the Option Holder has first agreed with the Company (in such form as the Board shall determine) that the Option Holder shall not sell or otherwise dispose of the Shares acquired upon the exercise of such Option within such period or periods (not extending beyond the second anniversary of the date of Listing) as the Board may specify in a notice in writing to the Option Holder.

11.3
No such agreement as is mentioned in rule 11.2 shall prevent an Option Holder from immediately disposing of such number of the Shares so acquired (by way of sale for a consideration in cash which is not less than the best consideration which may be obtained at the time of sale) as is sufficient to enable the Option Holder (after deduction of costs and expenses of sale) to recover the cost of the aggregate Option Price paid and any income tax and National Insurance contributions due in consequence of such exercise of such Option.

 
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12.
Malus and Clawback
 
12.1
An Option will be subject to such to adjustments and deductions (malus) or recovery (clawback) as may be required to be made upon reasonable evidence that the Option Holder contributed to, or was materially responsible for:


12.1.1
the need for restatement of the Company’s or any member of the Group’s financial results because of fraud, dishonesty or such other misconduct;
 

12.1.2
misstating or misreporting or fraudulent or dishonest concealment of any clinical or trial data;
 

12.1.3
personally acting fraudulently or dishonestly in a manner that adversely affects the Company’s reputation or which is characterised as gross misconduct;


12.1.4
directing an employee, contractor, or advisor to act fraudulently, dishonestly, or to undertake other misconduct; and
 

12.1.5
breaching their material obligations to the Company through error, omission, or negligence.
 
12.2
The Company will make any determination for adjustment, deduction, clawback, recovery, or non-payment of amounts in its sole discretion and in accordance with any applicable law or regulation.

13.
Variation of Share Capital
 
13.1
If there is any variation of the share capital of the Company (whether that variation is a capitalisation issue (other than a scrip dividend), rights issue, consolidation, subdivision or reduction of capital or otherwise) that affects (or may affect) the value of Options to Option Holders, the Board may adjust the number and description of Shares subject to each Option and/or the Exercise Price of each Option in a manner that the Board, in its reasonable opinion, considers to be fair and appropriate. However:
 

13.1.1
the amendment of any Option granted by a Grantor other than the Company shall require the consent of that Grantor (which shall not be unreasonably withheld);
 

13.1.2
the Exercise Price for a Share to be newly issued on the exercise of any Option shall not be reduced below its nominal value (unless the Board resolves to capitalise, from reserves, an amount equal to the amount by which the total nominal value of the relevant Shares exceeds the total adjusted Exercise Price, and to apply such amount to pay-up the relevant Shares in full).
 
 
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14.
Notices

14.1
Any notice or other communication given under or in connection with the Plan shall be in writing and shall be:
 

14.1.1
delivered by hand or by pre-paid first-class post or other next working day delivery service at the appropriate address;
 
For the purposes of this rule 14, the appropriate address means:
 

(a)
in the case of the Company, its registered office, provided the notice is marked for the attention of the Company Secretary;


(b)
in the case of an Option Holder, his home address;
 

(c)
if the Option Holder has died, and notice of the appointment of personal representatives has been given to the Company, any contact address they have specified in such notice; and
 

(d)
in the case of any other Grantor, its registered office or such other address as has been notified in writing by the Grantor to the sender, provided the notice is marked for the attention of the person notified in writing to the sender,
 

14.1.2
sent by fax to the fax number notified in writing by the recipient to the sender; or


14.1.3
sent by email to the appropriate email address.
 
For the purposes of this rule 14, appropriate email address means:
 

(a)
in the case of the Company, to the email address of the person appointed as the Chief People Officer from time to time;
 

(b)
in the case of the Option Holder, if he is permitted to receive personal emails at work, his work email address or such other personal email address notified by the Option Holder in writing; and
 

(c)
in the case of any other Grantor, any email address notified in writing by the Grantor to the sender.

 
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14.2
Any notice or other communication given under this rule 14 shall be deemed to have been received:


14.2.1
if delivered by hand, on signature of a delivery receipt, or at the time the notice is left at the proper address;
 

14.2.2
if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting, or at the time recorded by the delivery service;


14.2.3
if send by fax, at 9.00am on the next Business Day after transmission; and
 

14.2.4
if sent by email, at 9.00am on the next Business Day after sending.
 
14.3
This rule 14 does not apply to:
 

14.3.1
the service of any notice of exercise pursuant to rule 6.2; and
 

14.3.2
the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.
Administration and Amendment
 
15.1
The Plan shall be administered by the Board.
 
15.2
The Board may amend the Plan from time to time, but:
 

15.2.1
no material amendment may apply to Options granted before the amendment was made:


(a)
if the Grantor is not the Company, without the consent of the Grantor (which shall not be unreasonably withheld); and
 

(b)
if the amendment will have a material adverse impact on the rights of the Option Holder:
 

(i)
without the prior written consent of such number of Option Holders as hold Option under the Plan to acquire 75 per cent of the Shares which would be issued or transferred if all Options granted and subsisting under the Plan were at that time exercised; or
 

(ii)
Without a resolution at a meeting of Option Holders passed by not less than 75 per cent of the Option Holders who attend and vote either in person or by proxy, and for the purposes of this rule 15.2.1(b)(ii) the Option Holders shall be treated as a separate class of share capital and the provisions of the articles of association of the Company relating to class meetings shall apply mutatis mutandis.

 
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15.3
No amendment may be made without the prior approval of an Investor Majority if it would make the terms on which Options may be granted materially more generous unless it is a minor amendment to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Option Holders or for the Company or any Eligible Company

15.4
The cost of setting up and operating the Plan shall be borne by the Constituent Companies in proportions determined by the Board.
 
15.5
Each Grantor other than the Company shall at all times:
 

15.5.1
keep sufficient issued Shares available; and/or
 


15.5.2
hold sufficient enforceable rights to subscribe for Shares, or to acquire issued Shares,
 
to satisfy the exercise of all Options granted by that Grantor.
 
15.6
The Board shall determine any question of interpretation and settle any dispute arising under the Plan. In such matters, the Board's decision shall be final.
 
15.7
The Company and any other Grantor shall not be obliged to notify any Option Holder of any vesting of an Option or if an Option becomes exercisable or if an Option is due to lapse.
 
15.8
The Company, any other Grantor shall not be obliged to provide Option Holders with copies of any materials sent to the holders of Shares.

16.
Governing Law
 
The Plan and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

17.
Jurisdiction

17.1
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Plan or its subject matter or formation (including non-contractual disputes or claims).

 
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Non Tax-Advantaged Rules April 2020_FINAL

17.2
Each party irrevocably consents to any process in any legal action or proceedings under rule 17.1 above being served on it in accordance with the provisions of the Plan relating to service of notices. Nothing contained in the Plan shall affect the right to serve process in any other manner permitted by law.

18.
Third Party Rights
 
18.1
A person who is not a party to the Option shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999 except where such rights arise under any provision of the Plan for any employer or former employer of the Option Holder which is not a party.
 
This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
 
18.2
The rights of the parties to an Option to surrender, terminate or rescind it, or agree any variation, waiver or settlement of it, are not subject to the consent of any person that is not a party to the Option as a result of the Contracts (Rights of Third Parties) Act 1999.

19.
Data Protection
 
For the purpose of operating the Plan, the Company will collect and process information relating to Employees, prospective Employees and Option Holders in accordance with the privacy notice which is on the Company intranet or otherwise supplied to Option Holders.


 
 28
Non Tax-Advantaged Rules April 2020_FINAL


Exhibit 99.3
 


IMMUNOCORE LIMITED

2018 Non Tax-Advantaged Share Option Plan
Adopted by the Company on 14 August 2018
 


 
 

1

Table of Contents
 
Clause
Subject Matter
Page
     
1.
Interpretation
3
     
2.
Grant of Options
8
     
3.
Vesting Schedule and Performance Conditions
9
     
4.
Lapse and Suspension Of Options
10
     
5.
Exercise of Options
13
     
6.
Manner of Exercise Of Options
15
     
7.
Tax Liabilities
16
     
8.
Relationship with Employment Contract
17
     
9.
Takeovers
19
     
10.
Sale
20
     
11.
Listing
20
     
12.
Malus and Clawback
21
     
13.
Variation of Share Capital
22
     
14.
Notices
22
     
15.
Administration and Amendment
24
     
16.
Governing Law
25
     
17.
Jurisdiction
25
     
18.
Third Party Rights
26
     
19.
Data Protection
26

2

Rules of the Immunocore Limited Non-Tax Advantaged Share Option Plan 2018
 
1.
Interpretation
 
1.1
The following definitions and rules of interpretation apply in the Plan.

 
Adoption Date
the date of the adoption of the Plan by the Company;
     
 
 
AIM Rules
means London Stock Exchange PLC's rules relating to AIM as in force at the date of this Plan or, where the context requires, as amended or modified after the date of this agreement;
     
 
Board
the board of directors of the Company or a committee of directors appointed by that board to carry out any of its functions under the Plan;
     
 
Business Day
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
     
 
Company
Immunocore Limited incorporated and registered in England and Wales with number 06456207;
     
 
Connected
has the meaning given in section 718 of ITEPA 2003;
     
 
Constituent Company
any of the following:
 
(a)          the Company; and
 
(b)          any Eligible Company nominated by the Board to be a Constituent Company at the relevant time.
     
 
Control
has the meaning given in section 719 of ITEPA 2003.
     
 
Date of Grant
the date on which an Option is granted under the Plan.
     
 
Eligible Company
any Subsidiary of the Company of which the Company has Control.
     
 
Employee
any individual who is employed by, or who provides consultancy services to, or is a director (excluding any director appointed under articles 26.1(a) to 26.1(d) of the Company’s articles of association adopted on 14 March 2018) of the Company or any member of the Group;

3

 
Employer NICs
Secondary class 1 (employer) NICs (or any similar liability for social security contributions in any jurisdiction) that are included in any Tax Liability (or that would be included in any Tax Liability if an election of the type referred to in rule 7.2.2 had not been made) and that may be lawfully recovered from the Option Holder;
     
 
Exercise Price
the price at which each Share subject to an Option may be acquired on the exercise of that Option, which (subject to rule 13):
 
(a)          if Shares are to be newly issued to satisfy the exercise of the Option, may not be less than the nominal value of a Share;
 
(b)          may not be less than the Market Value of a Share on the Date of Grant.
     
 
Grantor
the person granting an Option, that may be:
 
(a)          the Company; or
 
(b)          the trustees of an employee benefit trust authorised by the Board to grant Options at the relevant time; or
 
(c)          any other person so authorised
     
 
Group
the Company and any other Constituent Companies from time to time;
     
 
HMRC
 
Investor Majority
HM Revenue & Customs;
 
the holders of more than 65 per cent. of Series A Shares from time;
     
 
ITEPA 2003
the Income Tax (Earnings and Pensions) Act 2003;
     
 
Listing
the listing of the securities of the Company on the London Stock Exchange (including the AIM Market) or any recognised investment exchange (as defined in section 285 of the financial Services and Market Act 2000) including NASDAQ and NASDAQ Europe and their respective share dealing markets and the Listing shall be treated as occurring on the day on which trading of the securities of the Company begins;
     
 
Listing Rules
the Listing Rules issued by the United Kingdom Listing Authority, as amended from time to time;
     
 
Market Value
market value determined in accordance with the applicable provisions of Part VIII of the Taxation of Chargeable Gains Act 1992, provided that if Shares are subject to a Relevant Restriction, Market Value of those Shares shall be determined as if they were not subject to a Relevant Restriction;

4

 
Model Code
the model code on dealings in shares set out in the Listing Rules.
     
 
NICs
National Insurance contributions;
     
 
Option
a right to acquire Shares granted under the Plan;
     
 
Option Certificate
a certificate setting out the terms of an Option, issued in accordance with rule 2.3 which shall be in such form as may be approved by the Board from time to time.
     
 
Option Holder
an individual who holds an Option or, where applicable, his Personal Representatives;
     
 
Option Shares
the Shares over which an Option subsists;
     
 
Performance Condition
any condition set under rule 3 that:
 
(a)          must be met before an Option can be exercised at all; and/or
 
(b)          provides that the extent to which an Option becomes capable of exercise shall be determined by reference to performance over a certain period measured against specified targets.
     
 
Personal Representatives
in relation to an Option Holder, the personal representatives of the Option Holder (being either the executors of his will to whom a valid grant of probate has been made or, if he dies intestate, the duly appointed administrator(s) of his estate) who have produced to the Company evidence of their appointment as such;
     
 
Plan
the employee share option plan constituted and governed by these rules, as amended from time to time;
     
 
Relevant Offer
either:
 
(a)          a general offer to acquire the whole of the issued share capital of the Company which is either unconditional or which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or
 
(b)          a general offer to acquire all the Shares,
 
and for these purposes the reference to the "whole of the issued share capital" and "all the Shares" shall not be taken to include any capital or Shares held by the person making the offer or a person Connected with that person, and it does not matter whether the offer is made to different shareholders by different means;

5

 
Relevant Restriction
any provision included in any contract, agreement, arrangement or condition to which any of sections 423(2), 423(3) and 423(4) of ITEPA 2003 would
apply if references in those sections to employment-related securities were references to Shares;
     
 
Sale
an unconditional agreement being entered into for the sale to a person other than a Constituent Company, of the whole, or substantially the whole, of the business and assets of the Company;
     
 
Share Incentive Scheme
any arrangement to provide employees and/or directors with shares;
     
 
Shares
£0.0001 ordinary shares in the Company (subject to rule 13);
     
 
Series A Shares
series A shares of £0.0001 each in the capital of the Company from time to time;
     
 
Subsidiary
has the meaning given in section 1159 of the Companies Act 2006
     
 
Sufficient Shares
the smallest number of Shares that, when sold, will produce an amount at least equal to the relevant Tax Liability (after deduction of brokerage and any other charges or taxes on the sale);
     
 
Takeover
the company coming under the Control of a person or persons as mentioned in rule 9.1;
     
 
Tax Liability
the total of:
 
(a)          any PAYE income tax and primary class 1 (employee) NICs (or any similar liability to withhold amounts in respect of income tax or social security contribution in any jurisdiction) that any employer (or former employer) of an Option Holder is liable to account for as a result of the exercise of an Option; and
 
(b)          if the relevant Option includes the requirement specified in rule 7.2 any Employer NICs that any employer (or former employer) of an Option Holder is liable to pay as a result of the exercise of an Option.
     
 
United Kingdom Listing
Authority
the Financial Conduct Authority (or any successor body carrying out the same functions), acting in its capacity  as  the  competent  authority  for  the purposes of Part VI of the Financial Services and Markets Act 2000.

6

 
Vested Shares
Shares which, subject to the following rules of the Plan, may be acquired by the exercise of an Option in accordance with these rules either immediately or at some future time in consequence of either:
 
(a)          the date/s set out in the Vesting Schedule having been reached; or
 
(b)          one or more Performance Conditions having been met; and
     
 
Vesting Schedule
such one or more time-based conditions as may be specified by the Board in the Option Certificate as mentioned in rules 3.1 and 3.2.
 
1.2
Rule headings shall not affect the interpretation of the Plan.
 
1.3
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
 
1.4
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
 
1.6
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
 
1.7
A reference to writing or written includes fax and e-mail.

1.8
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
 
1.9
A reference to the Plan or to any other agreement or document referred to in the Plan is a reference to the Plan or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of the Plan) from time to time.

1.10
References to rules are to the rules of the Plan.
 
1.11
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

7

2.
Grant of Options

2.1
Subject to the rules of the Plan, any Grantor may grant Options to any Employee, prospective Employee or former Employee it chooses at its absolute discretion.

2.2
Options may not be granted at any time when that grant would be prohibited by, or in breach of any:
 
  2.2.1
law; or
 

2.2.2
regulation with the force of law; or
 

2.2.3
rule of an investment exchange on which Shares are listed or traded, part of the Model Code or any other non-statutory rule with a purpose similar to any part of the Model Code that binds the Company or with which the Board has resolved to comply.

2.3
Options may be granted on terms requiring the Option Holder to be bound by such restrictions on sale or other disposition of the Shares acquired on exercise of the Option as the Board may require in relation to the Company's first underwritten public offering of Shares under the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (or any such offering of a company which acquires the Company pursuant to a Reorganisation).
 
2.4
An Option shall be granted by the Grantor executing an Option Certificate. Each Option Certificate shall be sent to the relevant Option Holder and shall specify (without limitation):


2.4.1
the Date of Grant of the Option;
 

2.4.2
the number and class of the Shares over which the Option is granted;
 

2.4.3
the Exercise Price;
 

2.4.4
the date(s) after which the Option, or part of the Option, may be exercised, unless an earlier event occurs to cause the Option to lapse or to become exercisable, in whole or in part.
 

2.4.5
the date when the Option will lapse, assuming that the Option is not exercised earlier and no event occurs to cause the Option to lapse earlier.
 

2.4.6
any Performance Conditions, and the method by which the Performance Conditions may be varied or waived;


2.4.7
whether or not the shares are subject to any Relevant Restrictions and, if so, the nature of the Relevant Restrictions; and

8


2.4.8
any requirement imposed pursuant to rule 2.3.
 
2.5
No amount shall be paid for the grant of an Option.

3.
Vesting Schedule and Performance Conditions
 
3.1
An Option may be granted subject to either, or both, a Vesting Schedule and Performance Conditions as the Board shall determine.

3.2
An Option may be granted on terms that different proportions of the Option Shares shall respectively become Vested Shares if the Option Holder holds continuous employment within the Group throughout such different periods as the Board shall specify in the Option Certificate.
 
3.3
An Option may be granted on terms that the extent to which the Option Shares become Vested Shares shall depend upon the extent to which one or more Performance Conditions specified in the Option Certificate is attained (so that if and insofar as any such Performance Condition is not attained, the Option shall then lapse and cease to be exercisable in respect of the proportion of Option Shares which does not then become Vested Shares).
 
3.4
A Performance Condition may be specified to apply to the whole or part only of an Option.

3.5
After an Option has been granted the Board may (with the consent of the Grantor, where appropriate) amend a Vesting Schedule so as to bring forward the time at which any Option Shares shall become Vested Shares or vary any Performance Condition imposed pursuant to rule 3.1 PROVIDED THAT no such variation shall be made unless an event has occurred or events have occurred in consequence of which the Board reasonably considers that the terms of the existing Performance Conditions should be so varied for the purpose of ensuring that either the objective criteria against which the performance of the Group and/or any Constituent Company and/or any division and/or the Option Holder will then be measured will be, in the reasonable opinion of the Board, a fairer measure of such performance or that any varied Performance Condition will afford a more effective incentive to Option Holders and will be no more difficult to satisfy than was the Performance Condition when first set.
 
3.6
After an Option has been granted the Board may (with the consent of the Grantor, if appropriate), waive in whole or in part any requirement that a Performance Condition be met as a condition of exercise of an Option PROVIDED THAT no such waiver shall be made unless an event or events have occurred in consequence of which the Board reasonably considers that the terms of the existing Performance Condition no longer afford an effective incentive to the Option Holder.

9

3.7
The Board shall determine whether, and to what extent, any Performance Conditions have been satisfied.

3.8
If an Option is subject to any Performance Condition, the Board shall notify the Option Holder (and the Grantor, if not the Company) within a reasonable time after the Board becomes aware of the relevant information:
 

3.8.1
whether (and, if relevant, to what extent) the Performance Condition has been satisfied and the relevant Option has therefore vested;
 

3.8.2
of any subsequent change in whether, or the extent to which, the Performance Condition has been satisfied;
 

3.8.3
when that Performance Condition has become incapable of being satisfied in whole or in part; and


3.8.4
of any waiver or variation of that Performance Condition under rule 3.5 or rule 3.6.
 

3.8.5
the number of Shares in respect of which an Option shall become vested on any occasion shall be rounded to the nearest whole number.


3.8.6
If, in consequence of a Performance Condition being met, an Option becomes vested in respect of some but not all of the Option Shares, it shall thereupon lapse and cease to be exercisable in respect of the balance of the Option Shares if such Performance Condition is incapable of being met in respect of the balance of such Option Shares.

4.
Lapse and Suspension of Options
 
4.1
Options may not be transferred or assigned or have any charge or other security interest created over them. An Option shall lapse if the relevant Option Holder attempts to do any of those things. But, the transfer of an Option to an Option Holder's Personal Representatives on the death of the Option Holder will not cause an Option to lapse.
 
4.2
Subject to rule 5.10, an Option shall lapse on the earliest of the following:
 

4.2.1
any attempted action by the Option Holder falling within rule 4.1; or

10


4.2.2
when a Performance Condition applying to the whole Option becomes incapable of being met, as a result of which no part of the Option can be exercised; or


4.2.3
the date on which the Option shall lapse, as specified in the Option Certificate; or


4.2.4
the first anniversary of the Option Holder's death; or
 

4.2.5
the expiry of any time limit for the exercise of an Option specified in rule 5; or
 

4.2.6
if rule 4.4 applies, the earliest applicable event specified in rule 4.8; or
 

4.2.7
if the Board shall have exercised its discretion under rule 5.4, the expiry of the period allowed for exercise of an Option and specified by the Board pursuant to that rule; or
 

4.2.8
if rule 9 applies, the relevant time specified for the lapse of the Option under that rule; or


4.2.9
when the Option Holder becomes bankrupt under Part IX of the Insolvency Act 1986, or applies for an interim order under Part VIII of the Insolvency Act 1986, or proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, or takes similar steps, or is similarly affected, under laws of any jurisdiction that correspond to those provisions of the Insolvency Act.
 
4.3
Part of an Option shall lapse where:
 

4.3.1
a Performance Condition set for that Option has been met in such a way that the Option has become, and shall remain, exercisable only in part; or


4.3.2
a Performance Condition set for part of that Option becomes incapable of being met, as a result of which that part of the Option cannot be exercised; or


4.3.3
Rule 4.4 applies and the Board has determined under rule 5.5 that the Option may be exercised, but only in part.
 
4.4
Subject to rules 4.6, 5.5 and 5.10, an Option (in this rule 4.4, the Suspended Option) cannot be exercised under any rule of the Plan after the Option Holder has ceased employment with any Eligible Company and/or ceased to hold prospective employment with any Eligible Company for any reason unless:

11


4.4.1
the Option Holder becomes (or remains) an employee of another Eligible Company at (or about) the same time;


4.4.2
the Board decides to permit exercise of the Suspended Option under rule 5.5; or


4.4.3
the Option was only granted after the Option Holder had ceased employment with any Eligible Company in which case the Option shall not become a Suspended Option under this rule 4.4 and shall be exercisable at such time or times as set out in these rules and the Option Certificate.

4.5
The Board shall notify the relevant Grantor (if the Grantor is not the Company) of any Option to which rule 4.4 applies, within a reasonable time after the Board becomes aware of that fact.
 
4.6
If:
 

4.6.1
notice to terminate employment is given by or to an Option Holder; and
 

4.6.2
that termination falls within rule 4.4,
 
the time the notice is given shall be treated under rule 4.4 (but not rule 4.8.2(a)) as the time at which the relevant employment or prospective employment ends. If this rule 4.6 applies, an Option Holder will not be able to exercise his Option after the giving of notice by or to him, subject to rule 5.5.
 
4.7
A Suspended Option shall not become exercisable under these rules unless the Board decides to permit its exercise under rule 5.5.

4.8
Unless it lapses earlier under rule 4.2, a Suspended Option shall lapse:
 

4.8.1
if the Board has decided that the Suspended Option may be exercised in whole or in part under rule 5.5, at the end of the period during which it may be exercised under that Board decision; or


4.8.2
if the Board has not decided that the Suspended Option may be exercised in whole or in part under rule 5.5, on the earlier of:


(a)
the date falling 90 days after the relevant cessation of employment or prospective employment; or
 

(b)
any date on which the Board determines that it will not allow exercise of the Suspended Option under rule 5.5.

12

5.
Exercise of Options
 
5.1
Subject to rule 5.10, an Option may not in any event be exercised after the tenth anniversary of the Date of Grant.

5.2
Subject to rules 5.3, 5.4, 5.10, 9.1, 9.3, 9.4, 9.5 and 10.2, an Option may only be exercised (if at all) after the earliest to occur of the following:
 

5.2.1
A Takeover;
 

5.2.2
The court sanctioning a compromise or arrangement as mentioned in rule 9.5;
 

5.2.3
A Sale;
 

5.2.4
A Listing; or


5.2.5
The expiry of the period of one hundred and fourteen months commencing on the first day of the month in which the Date of Grant occurs
 
5.3
An Option may only ever be exercised in respect of Vested Shares or such greater proportion of the Option Shares as may be notified in writing to the Option Holder by the Board before or within 14 days after the date on which the Option becomes exercisable in accordance with rule 5.2 or rule 5.4.
 
5.4
Notwithstanding the provisions of rule 5.2 the Board may in its absolute discretion, by notice in writing to the relevant Option Holder (or where appropriate, his Personal Representatives) allow an Option to be exercised in the absence of a Takeover, court-sanctioned compromise or arrangement as mentioned in rule 9.4, Sale or a Listing and, in such notice, may, acting reasonably, specify alternative conditions which must be satisfied before the Option may be exercised pursuant to this rule 5.4.
 
5.5
If rule 4.4 applies:
 

5.5.1
At any time during the 90 days after the relevant cessation of employment or prospective employment, the Board may decide that all or any part of a Suspended Option (as defined in rule 4.4) may be exercised. Any such decision, and whether to consider making such a decision, shall be entirely at the discretion of the Board.
 

5.5.2
The Board may specify a period for the exercise of a Suspended Option under this rule 5.5 that begins and/or ends before the period for exercise specified in the Option Certificate.

13


5.5.3
Any period specified by the Board for the exercise of a Suspended Option under this rule 5.5 may not end later than:


(a)
the latest date on which that Option could have been exercised under the Option Certificate if it had not become a Suspended Option; and


(b)
the date falling 12 months after the relevant cessation of employment or prospective employment if the reason for the cessation is the death of the Option Holder.
 

5.5.4
An Option to which this rule 5.5 applies:
 

(a)
may be exercised in accordance with the terms of any decision of the Board to permit its exercise under this rule 5.5, subject to rule 4.8; and
 

(b)
shall lapse according to rule 4.3.3 (if applicable) and rule 4.8.
 

5.5.5
Unless otherwise specified by the Board exercise of an Option to which this rule 5.5 applies shall continue to be subject to rules 5.2 and 5.3.
 

5.5.6
The Board shall notify the relevant Option Holder (and the relevant Grantor, if not the Company) of any decision made under this rule 5.5, including any decision not to permit the exercise of a Suspended Option, within a reasonable time after making it.
 
5.6
No Option may be exercised when its exercise is prohibited by, or would be a breach of, any of the following that then apply:
 

5.6.1
the Model Code; or
 

5.6.2
the AIM rules; or
 

5.6.3
any other rule, code or set of guidelines (such as a personal dealing code adopted by the Company) with a similar purpose and effect to any part of the Model Code; or


5.6.4
any law or regulation with the force of law.
 
5.7
Exercise of the Option is conditional upon the Option Holder executing, if so required by the Company, a deed of adherence (in such form as may be required by the Company) with the Company and all persons who are holders of shares in the capital of the Company at the date of exercise of the Option whereby the Option Holder becomes a party to any shareholders’ agreement or other document having a similar effect which is in force between the Company and all persons who, at the date of exercise of the Option, are holders of shares in the capital of the Company.

14

5.8
An Option may only be exercised to the extent that any Performance Conditions have been met (or waived pursuant to rule 3.6).

5.9
An Option may only be exercised if the Option Holder has:
 

5.9.1
confirmed his agreement to rule 7 in writing (this confirmation may be included in the exercise notice); and
 

5.9.2
made any arrangements, or entered into any agreements, required under rule 7.

5.10
Subject to rule 5.3 and rule 5.8, if an Option Holder dies before the lapse of his Option, the Option may be exercised by his Personal Representatives at any time during the period of 12 months after the date of death.

6.
Manner of Exercise Of Options
 
6.1
Where an Option is exercised in part, the Grantor shall issue a new Option Certificate for the Shares that are still subject to the Option.

6.2
An Option shall be exercised by the Option Holder giving a written exercise notice to the Company (acting as agent for the Grantor if the Grantor is not the Company), that shall:
 

6.2.1
set out the number of Shares over which the Option Holder wishes to exercise the Option. If that number exceeds the number over which the Option may be validly exercised at the time:


(a)
the Option shall be treated as exercised only in respect of that lesser number; and


(b)
any excess amount paid to exercise the Option or meet any Tax Liability shall be refunded; and
 

6.2.2
be made using a form that the Board will approve ;
 

6.2.3
include a power of attorney appointing the Company as the Option Holder's agent and attorney for the purposes of rule 7.2.2, rule 7.4 and rule 7.5; and
 

6.2.4
include the confirmation required under rule 5.9.1 (unless this has been provided separately).

6.3
Any exercise notice shall be accompanied by:

15


6.3.1
payment of an amount equal to the Exercise Price multiplied by the number of Shares specified in the notice unless the Option Holder has entered into arrangements approved by the Company for procuring payment to the Company of the aggregate Exercise Price; and
 

6.3.2
any payment required under rule 7 unless the Option Holder has entered into arrangements approved by the Company for procuring payment to the Company of such payment; and/or


6.3.3
any documents relating to arrangements or agreements required under rules 2.3, 5.7 and 7.
 
6.4
Any exercise notice shall be invalid:
 

6.4.1
to the extent that it is inconsistent with the Option Holder's rights under these rules and the Option Certificate; or
 

6.4.2
if any of the requirements of rule 6.2 or rule 6.3 are not met; or
 

6.4.3
if any payment referred to in rule 6.3 is made by a cheque that is not honoured on first presentation or in any other manner that fails to transfer the expected value to the Grantor.
 
The Grantor may permit the Option Holder to correct any defect referred to in rule 6.4 (but shall not be obliged to do so). The date of any corrected exercise notice shall be the date of the correction rather than the original notice date for all other purposes of the Plan.