8.
Performance Targets
8.1 The Committee shall, in its absolute discretion, determine the relevant Performance Target(s) for each Participant,
and such Performance Target(s) shall be specified in the Award letter as set out in Rule 7.2.
8.2 The Committee has the right to amend the Performance Target(s) if the Committee decides that it would be a
fairer measure of the performance of a Participant or for the Scheme as a whole. The Committee shall have the
sole discretion to determine whether Performance Target(s) have been satisfied (whether fully or partially) or
exceeded and/or whether the Participant’s performance and/or contribution to the Company and/or any of its
subsidiaries justifies the vesting of an Award. In making any such determination, the Committee shall have the
right to take into account such factors as the Committee may in its sole discretion determine to be relevant,
and further, the right to amend the service conditions and/or Performance Target(s), if any, if the Committee
decides that it would be more equitable to do so.
8.3 For the avoidance of doubt, the Performance Target(s) is measured with reference to the quarterly, semi-annual
and/or annual financial results of the Group (the “Accounts”) and any pre-determined performance condition(s)
to be achieved by each specific Participant.
9.
Vesting of the Awards
9.1 Notwithstanding that a Participant may have met his Performance Targets, no Awards shall be vested:
(a)
upon the bankruptcy of the Participant or the happening of any other event which results in his being
deprived of the legal or beneficial ownership of such Award;
(b)
in the event of any misconduct on the part of the Participant as determined by the Committee in its
discretion;
(c)
in the event that the Committee shall, at its discretion, deem it appropriate that such Award to be given
to a Participant shall so lapse on the grounds that any of the objectives of the Scheme (as set out in
Rule 3) have not been met;
(d)
in the event that the Participant ceases to be employed by the Group or Associated Company
before vesting of the Award to him; or
(e)
in the event that the Participant who is a Group Executive Director or Non-Executive Director
ceases to be a director of the Group.
10.
Take-over and winding up of the Company
10.1 Subject to Rule 9 and Rule 10.5, in the event of a take-over being made for the Shares, a Participant shall be
entitled to the Shares under the Awards if he has met the Performance Targets for the corresponding Performance
Period. For the avoidance of doubt, the vesting of such Awards will not be affected by the take-over offer.
10.2 If under any applicable laws, the court sanctions a compromise or arrangement proposed for the purposes
of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with another
company or companies, each Participant who has fulfilled his Performance Target shall be entitled, but subject
to Rule 10.5, to any Shares under the Awards so determined by the Committee to be released to him during
the period commencing on the date upon which the compromise or arrangement is sanctioned by the court
and ending either on the expiry of 60 days thereafter or the date upon which the compromise or arrangement
becomes effective, whichever is later.
10.3 If an order is made for the winding-up of the Company on the basis of its insolvency, all Awards, notwithstanding
that Shares may have not been released to the Participants shall be deemed or become null and void.
k i n g s m e n c r e a t i v e s l t d
a n n u a l r e p o r t 2 0 1 5
•
1 3 7
