This excerpt taken from the BP 20-F filed Mar 4, 2008.
The rules of the BP p.l.c. Restricted Share Plan (Plan) will apply to grants made under this Schedule 3, as modified by the terms of this Schedule 3.
Award means an award of Restricted
Award Date means the date on which the Award
Grant Date means the date on which the Plan
Administrator sets for the making of an Award;
Vest means the date on which the restrictions
attaching to the Award fall away.
Restricted Shares means Shares awarded in accordance
with this Schedule 3 and held in the name of or for the benefit of a Participant subject to a Restricted Share Agreement;
Restricted Share Agreement means the agreement
referred to in paragraph 3 of this Schedule.
Restricted Share Agreement
A Participant who is made
an Award must enter into an agreement with the Company that:
to the extent that
the Restricted Shares lapse under this Schedule 3, the Shares will be forfeited
and he will immediately transfer his interest in the Shares to the Company
or as the Company may direct, for no consideration or nominal consideration,
to any person specified by
the Company; and
he will not transfer,
assign or dispense of any Restricted Shares or any rights in
respect of them before they Vest in accordance with paragraph 8 of this Schedule
3 and if he does his Restricted Shares will lapse except in the case of:
the transmission of his
Restricted Shares on his death to his personal representatives; or
the transfer, assignment
or other disposal of his Restricted Shares, with the prior consent of the Designated
Corporate Officer, subject to any terms and conditions the Designated Corporate
Officer may impose.
The Participant must also sign any other documentation, including a power of attorney or blank stock transfer form, requested by the Company.
If a Participant does not sign the Restricted Share Agreement or any other documents requested by the Company within a period specified by the Company, the Restricted Shares will lapse at the end
of that period.
On the making of an Award, the Company will procure that the relevant number of Shares are transferred to the Participant or held on behalf of the Participant by a person
designated by the Company, under the terms of this Schedule 3 and the Restricted Share Agreement.
The Participant must enter into any elections in relation to Restricted Shares required by the Company, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003. If he
does not do so within a period specified by the Company, the Restricted Shares will lapse at the end of that period.
Retention of share certificates
The Company may retain the share certificates or other documents of title relating to any Restricted Shares until they Vest in accordance with paragraph 8 of this Schedule 3 or make such other
arrangements it considers necessary to enforce the Restricted Share Agreement.
Voting and dividends
Except to the extent specified in the Restricted Share Agreement, the Participant will be entitled to vote (or instruct any person holding the Restricted Shares on his behalf how to vote) and to
receive dividends and will have all other rights of a shareholder in respect of Restricted Shares where the record date for the right falls on or after the date on which the Restricted Shares are transferred to him or held on his
Rules 3.2 and 3.3 of the Plan will not apply in relation to Restricted Shares granted under this Schedule 3.
References in the rules of the Plan to the making of Awards or the award of Shares will be taken to refer to the Vesting of Restricted Shares. Subject to rule 5 of the Plan, Restricted Shares will
Vest at the end of the Restricted Period.
Consequences of Vesting
To the extent that Restricted Shares Vest, the Restricted Share Agreement will cease to apply to the Shares. If the Shares are held by any person for the benefit of the Participant, that person
may transfer the Shares to or to the order of the Participant.
Consequences of lapse for Restricted Shares
To the extent that Restricted Shares lapse, the Participant will transfer his interest in the Shares as described in the Restricted Share Agreement.
No cash alternative
Rule 4.5 of the Plan will not apply.
No lapse on leaving after the end of the Restricted Period but before the making of an Award
Rule 6.3 of the Plan will not apply.
Variations in share capital, rights issues, demergers etc
Rule 7 of the Plan will be replaced by the following paragraphs:
a variation in the equity share capital of the Company, including a capitalisation, sub-division,
or reduction of share capital; or
a rights issue; or
a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income
and Corporation Taxes
Act 1988; or
a special dividend or distribution,
Participant will, subject to the Restricted Share Agreement, have the
same rights as any other shareholder in respect of his Restricted Shares.
Any shares, securities or rights allotted to a Participant as a result
of such an event shall be:
treated as if they were awarded to the Participant under this Schedule 3 in the same
way and at the same time as the Restricted Shares in respect of which the rights
subject to this Schedule 3, the rules of the Plan and the terms of the Restricted Share
However, securities bought by a Participant pursuant to a rights issue will not be treated as described
in (a) and (b) above except to the extent they are bought using the proceeds
of sale of rights
under that rights