BP (BP)

Grant of Awards

2.1    The Committee may, during a Grant Period, grant Awards to Executive Directors selected by the Committee in its absolute discretion. For the avoidance of doubt, no Executive Director shall have the right or expectation to participate in the Plan.

2.2    Each Award shall comprise such Elements, and shall be subject to such performance conditions, as the Committee determines at its absolute discretion. In determining the Elements and setting performance conditions, the Committee shall consider a range of internal and external factors affecting the Company.

2.3    The grant of an Award and/or the delivery of Shares upon exercise thereof shall be conditional on the Executive Director agreeing to comply with any arrangements specified by the Company for the payment of taxation and social security contributions (including without limitation the right to sell on his behalf sufficient Shares to satisfy any taxation or social security contributions liability on his part for which any member of the Group may be liable) in respect of an Award.

2.4    As soon as practicable after the Date of Grant the Committee shall procure the issue to a Participant of a Grant Letter in respect of the Elements granted to him.

2.5    An Executive Director to whom an Award is granted may, by notice in writing to the Company given within 30 days after the Date of Grant, renounce in whole or in part his rights under the Award.

2.6    No Award shall be granted under the Plan later than the fifth anniversary of the Adoption Date. Upon renewal of the Plan at the Annual General Meeting in 2005, no Award shall be granted under the Plan later than the fifth anniversary of the Renewal Date.

2.7    Every Award granted hereunder shall be personal to the Participant and, except to the extent necessary to enable a personal representative to exercise the Award following the death of a Participant, neither the Award nor the benefit thereof may be transferred, assigned, charged or otherwise alienated. Any transfer of an Award otherwise than as permitted under this rule 2.7 shall cause the Award to lapse.