Barclays PLC S-8

Adopted by the Board Remuneration Committee of Barclays PLC on 22 June 2021

Approved by shareholders of the Barclays PLC on 5 May 2021

Contents

1.1               In the Plan, unless the context otherwise requires:

“Award” means a Conditional Award, a Forfeitable Award, an Option, a Provisional Allocation, an Upfront Shares Award or such other form of award as determined by the Committee on or before the Award Date which may relate to Shares or to Capital Instruments;

“Award Date” means in relation to an Award the date specified as such by the Committee in the Award Letter;

“Award Letter” means a letter containing the information specified in Rule 2.2 in such form as may be prescribed from time to time by the Committee provided to a Participant informing the Participant of the grant of an Award to him;

“Board” means the board of directors for the time being of the Company or a duly authorised committee of the Board or a duly authorised person;

“Capital Instrument” means a capital instrument or security issued by a member of the Group from time to time;

“Cash Award” means an Award which relates to a cash sum granted under Schedule 2 to the Plan;

“Committee” means the remuneration committee for the time being of the Board (or a duly authorised committee thereof or person or persons duly authorised by the remuneration committee to exercise any of its powers or duties under the Plan) empowered to act on behalf of the Company for all purposes in connection with the Plan or, if there is no such committee in existence at the relevant time, the Board, save that, should any person obtain Control of the Company, the Committee shall mean the members of the Committee immediately before such Control is obtained;

“Company” means Barclays PLC (registered no. 48839);

“Conditional Award” means a conditional right to acquire Securities granted under the Plan;

“Control” means control within the meaning of section 995 of the Income Tax Act 2007;

“Coupon” means an amount paid as interest or a similar payment in respect of Capital Instruments subject to an Award over all or part of the Vesting Period;

“Coupon Equivalent” means an amount that the Committee may determine to add to a Vesting Portion on a Vesting Date which is equal to the value of any Coupons paid on the Capital Instruments subject to an Award which would have been paid to the Participant in respect of the Capital Instruments acquired on the exercise of an Option or Vesting of a Conditional Award or Provisional Allocation between the Award Date and the date on which the Option first became exercisable or the Conditional Award or Provisional Allocation Vested as the case may be, had those Capital Instruments been beneficially owned by the Participant during that period;

“Dividend Shares” means a number of Shares equal to the value of dividends paid on the Shares subject to an Award over all or any part of the Vesting Period and which may be added to a Vesting Portion on a Vesting Date as determined by the Committee;

“Eligible Employee” means any person who is an employee or former employee of any member of the Group (including an executive director of the Company) and who is deemed to be eligible to participate by the Committee;

“Employer” means the employing company of an Eligible Employee or a Participant, as the context so requires;

“Forfeitable Award” means the transfer of the beneficial interest in Forfeitable Securities to a Participant and the subsequent holding of that interest in accordance with the Plan;

“Forfeitable Securities” means Securities comprised in a Forfeitable Award which are subject to certain restrictions and forfeiture under the Plan;

“Group” means the Company and all of its Subsidiaries and the expression “member of the Group” shall be construed accordingly;

“Involved in an Investigation” means:

(a)       where a current or former employee:

“Option” means a right to acquire Securities granted under the Plan which is designated as an option by the Committee under Rule 2.2;

“Option Price” means the amount, if any, payable on the exercise of an Option;

“Participant” means an Eligible Employee who has been granted an Award or, where applicable, his personal representative;

“Participating Companies” means the Company and other members of the Group which have been nominated by the Committee to participate in the Plan;

“Performance Condition” means a condition related to performance which is specified by the Committee under Rule 2.2;

“Plan” means the Barclays Group Share Value Plan as constituted by these rules and as amended from time to time in accordance with the provisions hereof;

“Provisional Allocation” means a provisional award of Securities which does not constitute the acquisition by a Participant of an interest in the Securities awarded to him or the acquisition of a right to acquire those Securities;

“Risk Committee” means the Barclays Group Risk Committee (or a duly authorised committee thereof or a duly authorised person);

“Rules” means the rules of the Plan as set out in this document and “Rule” shall be construed accordingly;

“Securities” means Shares or Capital Instruments as the context so requires;

“Shares” means ordinary shares in the capital of the Company or such other class of shares as may represent the same as a result of any reorganisation, reconstruction or other variation of the share capital of the Company to which the provisions of the Plan may apply from time to time provided that if a corporate event described in Rule 7 occurs, references to “Shares” in Rules 3 to 7 inclusive shall include any consideration received for any such shares under an Award which may otherwise have Vested;

“Special Provisions Schedule” means Schedule 1 to the Plan;

“Subsidiary” means any company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;

“Upfront Shares Award” means a right to acquire Securities granted under the Plan subject to a holding period;

“US Participant” means a Participant who (i) is resident in, or a citizen or green card holder of, the United States of America on the Award Date, (ii) is otherwise subject to US taxation on the Award Date or (iii) becomes subject to US taxation prior to exercise or Vesting of an Award;

“Vest” means:

and “Vesting” shall be construed accordingly;

“Vesting Date” means such date as the Committee shall in its absolute discretion determine in relation to a Vesting Portion of an Award and, in the case of an Upfront Shares Award, shall be the Award Date;

“Vesting Period” means the period from the Award Date to the final Vesting Date specified in the Award Letter; and

“Vesting Portion” means such percentage of the Securities subject to an Award (rounded down to the nearest whole Security) as may Vest on or about any Vesting Date as set out in the Award Letter.

1.2               Any reference in the Plan to a statutory provision shall include a reference to that provision as amended or re-enacted from time to time. Where the context permits the singular shall include the plural and vice versa and the masculine gender shall include the feminine.

2.1            Subject to the limitations specified in this Rule 2, the Committee may in its absolute discretion grant any Eligible Employee an Award in accordance with the Rules and if relevant modified by the Special Provisions Schedule and on such additional terms as the Committee may specify at the time of grant. For the avoidance of doubt, an Award may not be granted to a person who is not an Eligible Employee.

2.3               The number of Securities in respect of which an Award is to be granted shall be calculated by the Committee.

2.4               There shall be no consideration payable for the grant of an Award.

2.5               The grant of any Award shall be subject to obtaining any approval or consent required under the United Kingdom Listing Authority Listing Rules, any relevant securities dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation or enactment.

2.6               An Award may be granted:

but an Award may not be granted after 4 May 2031 (that is, the expiry of the period of 10 years beginning with the date on which the Plan is approved by the shareholders of the Company).

2.7               Any Award granted to a Participant is personal to him and shall not be capable of being transferred or otherwise disposed of by a Participant. Any such Award shall lapse immediately if it is so transferred, purported to be transferred or otherwise disposed of or if the Participant is adjudged bankrupt.

2.8               Except in the case of Forfeitable Awards, until an Award Vests, a Participant shall not be entitled to any dividends or other distributions made in respect of the Securities awarded to him and shall have no right to vote in respect of the Securities subject to his Award.

2.9               An Award of Shares may be satisfied:

2.10            An Award of Capital Instruments may be satisfied by the issue of new Capital Instruments and/or by the transfer of Capital Instruments.

2.11            The Committee may decide to change the way in which it is intended that an Award granted as a Conditional Award, an Option or a Provisional Allocation may be satisfied after it has been granted, having regard to the provisions of Rule 5.

3.1               Subject to the remainder of Rule 3 and Rules 6 and 7 and to the satisfaction of any Performance Condition attaching to an Award, the relevant Vesting Portion of an Award (provided it is not a Provisional Allocation) and any Dividend Shares (if applicable) shall Vest in accordance with Rule 4 on the Vesting Date. In the case of a Provisional Allocation, the Committee shall, in its absolute discretion, determine whether the Vesting Portion shall Vest on the Vesting Date in accordance with Rule 4.

3.2               Subject to Rules 3.3, 3.4, 3.6 and 6 and to the satisfaction of any Performance Condition attaching to an Award, if on any Vesting Date the Participant is not an employee of the Group, the Grantor may in its absolute discretion and in accordance with Rule 4 allow:

3.4               Notwithstanding any other provision of the Plan, and irrespective of whether any Performance Condition attached to an Award has been satisfied, the Committee may, in its absolute discretion, determine that any Vesting Portion and/or Dividend Shares or Coupon Equivalent (if any) may be reduced (to nil if appropriate) at any time at its discretion, including (but without limitation) as a result of:

For the purposes of this Rule 3.4, the determination of what constitutes “negligence”, “incompetence”, “poor performance” and “misconduct” shall be determined by the Committee acting in good faith, following consultation with the Employer.

3.5               If a Participant relocates to another jurisdiction before his Award Vests and, as a result of the relocation, the Participant or any member of the Group would be subject to additional tax or social security on the Vesting of the Award or the Vesting of the Award in that other jurisdiction would be subject to any regulatory restriction, approval or consent, the Committee may determine that the Award may:

3.6               Notwithstanding any other provision of the Plan, and irrespective of whether any Performance Condition attached to an Award has been satisfied, if, at the time that an Award is due to Vest, a Participant is Involved in an Investigation then the Committee in its absolute discretion, following consultation with his Employer, may determine that any Vesting of any Vesting Portion and/or Dividend Shares or Coupon Equivalent (if any) shall be suspended until such time as the Committee lifts such suspension and exercises its discretion to allow the Award to Vest or otherwise reduces the Award (to nil, if appropriate) in accordance with Rule 3.4 provided that if a Participant ceases to be employed by the Group in accordance with Rule 6.4 then the Award shall lapse in its entirety unless the Committee, in exceptional circumstances, determines otherwise as permitted by Rule 6.4 and/or provided further that to the extent that the Committee has not lifted such suspension or exercised its discretion under this Rule 3.6 within 5 years from the date of any such suspension, then all such Awards shall be forfeited and lapse in their entirety, unless the Committee, in exceptional circumstances, determines otherwise.

4.1               In the case of a Conditional Award and an Upfront Shares Award, the Committee shall, subject to the remainder of this Rule 4, transfer or procure the transfer of the Vesting Portion of the Award to the Participant or his nominee account on or as soon as reasonably practicable after the relevant Vesting Date.

5.4               For the purposes of Rule 5.3:

(a)       where:

the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as allocated; and

5.5               Treasury Shares shall cease to count as allocated Shares for the purposes of Rule 5.3 if institutional investor guidelines cease to require such Shares to be so counted.

5.6               Any Award shall be limited and take effect so that the limits in this Rule 5 are complied with.

5.7               No Shares may be issued or treasury Shares transferred to satisfy the Vesting of any Award or the exercise of any Option to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 5.3 and adjusted under Rule 5.4) to exceed the limits in Rules 5.1 and 5.2 except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.

6.1               Subject to Rules 3.3, 3.4 and 3.6 and unless a Vesting Portion may Vest before its Vesting Date under Rules 6.2, 6.3, 6.4 and 7, a Vesting Portion may not Vest before the relevant Vesting Date. Any Vesting Portion which does not Vest shall lapse.

6.2               Subject to Rules 3.3, 3.4, 3.6 and 6.4, if a Participant dies his Award (provided it is not a Provisional Allocation) shall, unless the Committee decides otherwise in exceptional circumstances, Vest on the earlier of its applicable Vesting Date and the date on which the Committee is notified of the death in accordance with Rule 4. In the case of a Provisional Allocation, the Committee shall, in its absolute discretion, decide whether the Award should Vest.

his Award (provided it is not a Provisional Allocation) shall, unless the Committee decides otherwise in exceptional circumstances, Vest on the applicable Vesting Date for each Vesting Portion as set out in the Award Letter and in accordance with Rule 4 provided that if a Participant ceases to be employed by the Group before the Vesting Date of any Vesting Portion the Committee may allow such unvested Vesting Portions as the Committee so decides to Vest on the date of such cessation. In the case of a Provisional Allocation, the Committee shall, in its absolute discretion, decide whether each Vesting Portion should Vest (provided, in the case of an executive director of the Company, that any discretion is exercised in accordance with the Company’s directors’ remuneration policy, as amended from time to time). Any Vesting Portion which does not Vest shall lapse.

6.4               If a Participant ceases to be employed by the Group due to resignation on or before the third anniversary of the Award Date (or, in the case of an executive director of the Company, such other period as set out in the Company’s directors’ remuneration policy, as amended from time to time), dismissal for cause or gross misconduct or for any reason other than one of the events specified in Rules 6.2 or 6.3, his Award shall lapse unless the Committee in its absolute discretion in exceptional circumstances determines otherwise in which case the Committee may release to the Participant each Vesting Portion on or after the applicable Vesting Date for each Vesting Portion as set out in the Award Letter and in accordance with Rule 4 provided that if a Participant ceases to be employed by the Group before the Vesting Date for any Vesting Portion, the Committee may allow such unvested Vesting Portions as the Committee so decides to Vest on the date of such cessation. Any Vesting Portion which does not Vest shall lapse.

7.2               Subject to Rules 3.3, 3.4 and 3.6, the Committee shall have absolute discretion to determine whether:

7.3               Subject to Rules 3.3, 3.4 and 3.6, if the Company gives notice of a general meeting to consider a resolution for the voluntary winding up of the Company (the “resolution”) the Committee shall allow Awards to Vest provided that any Vesting pursuant to this Rule 7.3 shall be conditional upon the resolution being duly passed. If the resolution is defeated or withdrawn, the Award shall be unaffected. If the Committee allows Awards to Vest pursuant to this Rule 7.3, the Participant shall be entitled to share in the assets of the Company with existing holders of the Securities in the same manner as if the Securities had been registered in his name before the resolution was passed.

7.5               On the commencement of any liquidation of the Company (subject to Rule 7.3 and otherwise than in connection with a compromise or arrangement as referred to in paragraph (b) of Rule 7.1) the Award shall lapse.

The Rules will apply to any New Award granted under this Rule 7.6 as if references to Securities were references to securities over which the New Award is granted and references to the Company were references to the company whose securities are subject to the New Award.

8.1               In the event of any variation of the share capital of the Company or a demerger, special dividend or other similar event which affects the market price of Securities to a material extent, the Committee may make such adjustment as it considers appropriate to the number of Securities subject to any Award and, in the case of an Option over Securities and subject to Rule 8.2, the Option Price.

(a)               to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and

(b)               to apply that sum in paying up such amount on such Shares

so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

9.1               The Plan shall be administered by the Committee whose decision on any matter connected with the Plan shall be final and binding.

9.2               The Committee shall determine any dispute about the rights and obligations of any person under the Plan or any question concerning the construction or interpretation or effect of the Plan or any other question in connection with the Plan and its determination shall be final, binding and conclusive on all persons.

(a)               eligibility;

(b)               the individual limits on participation;

(c)                the overall limits on the issue of Shares or the transfer of Shares out of treasury;

(d)               the basis for determining a Participant’s entitlement to, and the terms of, Securities or cash provided under the Plan;

(e)               the adjustments that may be made in the event of any variation of capital; and

(f)                 the terms of this Rule 10.2

without the prior approval by ordinary resolution of the members of the Company in general meeting provided that this shall not apply to any minor alteration 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 Participants or any member of the Group.

On or before the grant of a Forfeitable Award, each Eligible Employee selected for such an Award must enter into an agreement with the Company under the terms of which the Eligible Employee agrees:

Market value on any day shall be such value of a Security as the Committee reasonably determines.

12.5         There shall be deducted from any payment under this Rule 12 such amounts (on account of tax or similar liabilities) as may be required by law or as the Committee may reasonably consider to be necessary or desirable.

13.1            Terms of office or employment

The rights and obligations of any Participant under the terms of his office or employment with any member of the Group shall not be affected by his participation in the Plan or any right which he may have to participate in it. Participants shall waive any and all rights to compensation or damages in consequence of the termination of the office of employment for any reason whatsoever (and regardless of whether such termination is lawful or unlawful) insofar as such rights arise or may arise from his ceasing to have rights under the Plan as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award under the Plan does not imply that any further Award will be granted nor that a Participant has any right to receive any further Award. The terms of the Plan are separate from and do not form a term of or any part of or create any obligations or rights pursuant to an individual’s contract of employment.

13.2            Tax and other similar liabilities

Any liability of a Participant to taxation or social security contributions or similar liabilities in respect of an Award shall be for the account of the relevant Participant. The Committee may make an Award and the release of Securities under it conditional on the Participant complying with arrangements specified by the Committee for the payment of any taxation, employees’ social security contributions or employer’s social security obligations (including, without limitation, the deduction of taxation at source).

13.3            Notices

Any notice or other communication under or in connection with the Plan may be given by personal delivery, electronically or by sending the same by post in the case of a company to its registered office, in the case of the Committee, to the registered office of the Company and in the case of an individual to his last known address, or, where he is a director or employee of any member of the Group, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. Where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped.

13.4            Data Protection provisions

If a Participant is employed outside the European Economic Area or the UK and consent is needed for the collection, processing or transfer of their personal data under applicable local law, by participating in the Plan, the Participant gives their consent for the purposes of the Plan.

For the purposes of compliance with the General Data Protection Regulation (EU) 2016/679, and any UK or other legal or regulatory equivalent, the Company will separately provide a Participant with information on the collection, processing and transfer of their personal data, including the grounds for processing.

If UK law diverges from EU law, then any references in the Rules to EU legislation will be interpreted as to the UK equivalent legislation, as in force from time to time.

If any provision in this Plan is for any reason held by any Court or other competent authority of any jurisdiction to be illegal, invalid or unenforceable in whole or in part, the remaining provisions of this Plan shall continue to be valid and, if appropriate, the affected provision and the legality, validity or enforceability of such provision in any other jurisdiction shall be unaffected.

No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

Awards, Securities and any other benefits provided under the Plan shall not be pensionable.

Any dispute arising out of or in connection with the Plan, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which rules are deemed to be incorporated by reference into this Rule. In the event of arbitration:

(a)       the number of arbitrators shall be one;

(b)       the seat, or legal place, of arbitration shall be London;

(c)       the language to be used in arbitral proceedings shall be English.

The Committee and, by accepting the Award, any Participant waive any right of application to determine a preliminary point of law or appeal on a point of law under Sections 45 and 69 of the Arbitration Act 1996.

13.9            Governing Law

This Plan shall be construed, administered and governed in all respects under and by the law of England and Wales.

SCHEDULE 1: SPECIAL PROVISIONS SCHEDULE

The Special Provisions Schedule takes effect as if the Rules were set out in it incorporating the following modifications.

Words or phrases in this Schedule 1 shall have the same meaning as in Rule 1.1 except as provided below. Except as noted in this Schedule 1, the Rules apply to Awards granted under this Schedule 1.

For Eligible Employees who are New Joiners and who are granted an Award under the Plan, the Rules are modified by deleting:

For the purposes of Schedule 1, “New Joiners” means any person who on the relevant Award Date is an Eligible Employee by reason of his having commenced employment within the Group in the six months (or such period as determined by the Committee) preceding the Award Date and who is determined to be a New Joiner by the Committee.

For Eligible Employees resident in Brazil, the Rules are modified by the deletion of the definition of “Award” in Rule 1.1 and its replacement with the following:

““Award” means a Conditional Award or Upfront Shares Award to Securities to Vest on the Vesting Dates applicable to the Award or an Option to acquire Securities for no payment which shall become exercisable in respect of each Vesting Portion on its applicable Vesting Date for a period of 90 days following which any unexercised Vesting Portion shall lapse.”

The purpose of this French Schedule is to make certain variations to the terms of the Plan in order to conform with articles L. 225-197-1 to L. 225-197-6 (as regards Awards) of the French commercial code (Code de Commerce – the “French Commercial Code”) and various articles of the French tax code (Code général des impôts), and the French social security code (Code de la sécurité sociale), so that Awards made pursuant to the Plan, as amended by this French Schedule, may benefit from favourable tax and social security treatment in France.

Conditional Awards granted to Participants who are French residents shall be subject to the following provisions (the “French Schedule”), as applicable:

Words or phrases defined in the Rules shall bear the same meaning in this French Schedule except as provided below.

The following definitions shall be modified as follows:

““Award” means a Conditional Award over free Shares”;

““Eligible Employee” means any person who is an employee of any member of the Group and who is deemed to be eligible to participate by the Committee provided that a person shall not be eligible to participate if he is an executive officer of the Company or a Subsidiary”;

““Retention Period” means the mandatory holding period of at least one year, starting from the Vesting Date, during which a Participant cannot dispose of any Shares acquired on the Vesting of his/her vested Awards”;

“Securities” means Shares;

“A French company will only be deemed to be a Subsidiary if, in addition to the conditions set out above, it is a company in which the Company holds, directly or indirectly, at least 10 per cent (10%) of the capital and/or voting rights”;

““Vesting Date” means such date as the Committee shall in its absolute discretion determine in relation to a Vesting Portion of an Award, provided that no Vesting Portion may Vest earlier than (i) one year from the Award Date for an Award with a Retention Period or (ii) two years from the Award Date for an Award without a Retention Period”

All references to “Dividend Shares”, “Coupon” or “Coupon Equivalent” shall be omitted for the purpose of this French Schedule.

Rule 2.2. (f) shall be inserted to read as follows:

“(f) whether the Award is an Award with a Retention Period or an Award without a Retention Period and, in the case of an Award with a Retention Period, the Retention Period date(s)”.

“In such event, the Retention Period (if any) shall not apply and the Award shall be freely transferable by the Participant as from the Vesting Date.”.

Rule 7 Shall be inserted to read as follows:

Rule 12 – As provided for by Rule 12.2, Rule 12.1 shall not apply to Awards made under the French Schedule and all references to Rule 12.1 in the Rules shall be omitted for the purpose of the Awards granted under this French Schedule.

All references to “Cash Awards” shall be omitted for the purpose of this French Schedule.

The following shall apply for all US Participants who are Eligible Employees. Where a Participant becomes a US Participant after the grant of an Award, such Award is modified in a manner consistent with these provisions.

Notwithstanding anything in the Plan to the contrary, Awards granted to a US Participant shall be subject to the following provisions, as applicable:

(d)               Notwithstanding anything to the contrary in Rule 3.5, if, at the time that an Award to a US Participant that is subject to Section 409A (other than an Award under which a Participant is determined not to have a “legally binding right” within the meaning of Section 409A) is due to Vest, a Participant is Involved in an Investigation, then the Committee may decide at its discretion to lapse any such Award. Thereafter, the Committee, at its absolute discretion, following consultation with the Participant’s Employer, may determine, within 5 years from the date of any such lapse, whether to grant such Participant a new Award on terms as determined by the Committee.

(j)                 In the event that a Participant is a “specified employee” (within the meaning of US Treasury Regulation Section 1.409A-1(i)) as of the date of the Participant’s “separation from service” (within the meaning of US Treasury Regulation Section 1.409A-1(h)) and if any Award both (i) constitutes a “deferral of compensation” within the meaning of Section 409A and (ii) cannot be paid or provided in the manner otherwise provided without subjecting the Participant to “additional tax”, interest or penalties under Section 409A, then, to the extent necessary to avoid penalties under Section 409A, no Award that is a deferral of compensation shall be paid or settled prior to the first day of the seventh month following the Participant’s separation from service.

SCHEDULE 2: CASH AWARDS

The Rules of the Plan shall apply to a Cash Award granted or to be granted under this Schedule as if it was a Conditional Award, an Option or a Provisional Allocation over Securities as determined by the Committee, except as set out in this Schedule. References in the Rules of the Plan to Securities shall be read as references to a cash sum where the context so requires. Where there is any conflict between the Rules and this Schedule, the terms of this Schedule shall prevail.