EXHIBIT 10.5
___________________________________________________________________________________________
INVESCO GLOBAL STOCK
PLAN
Assumed by Invesco Ltd. on November
30, 2007
Amended and Restated as of December
10, 2008
___________________________________________________________________________________________
INVESCO GLOBAL STOCK
PLAN
ARTICLE I
PURPOSES OF THE
PLAN
The main purposes of the Invesco
Global Stock Plan are (i) to provide additional incentives to
employees, including directors who are also employees, of Invesco
Ltd. and its Subsidiaries in the form of contingent awards of
common shares of Invesco Ltd., ( ii ) to seek to retain such
Participants by making a portion of their compensation contingent
upon the satisfaction of certain vesting requirements, and (
iii ) to enhance a long-term mutuality of interest between
Participants and shareholders of the Company.
ARTICLE II
DEFINITIONS
As used in the Plan, the terms set
forth below shall have the meanings indicated unless the context
clearly indicates to the contrary. Where the context so admits or
requires, the singular shall include the plural and the masculine
shall include the feminine and vice versa.
Account . "Account" shall mean a book account which may
be maintained by a Participant's employer (the Company or a
Subsidiary, as the case may be) reflecting the Shares, cash and
other property, together with earnings and distributions thereon,
credited to a Participant with respect to his Deferred Share
Award(s) pursuant to Section 6.2(a).
Average Cost Per
Share . "Average Cost Per
Share," with respect to a Deferred Share Award and any crediting or
reinvestment of amounts pursuant to Section 6.2(a), as the case may
be (" Reinvestment "), shall mean the average cost per share
purchased with respect to such Award or Reinvestment, as the case
may be, as determined in any reasonable manner by the Plan
Administration Committee
Award Certificate
. "Award Certificate" shall mean a
written instrument which evidences a Share Award and includes such
provisions governing such Share Award, not inconsistent with the
Plan, as may be specified by the Plan Administration
Committee.
Award Date
. "Award Date" shall mean, with
respect to a Share Award, the date specified by the Plan
Administration Committee with respect to the grant of such Share
Award.
Beneficiary
. "Beneficiary" shall mean the
person or persons determined to be a Participant's beneficiary
pursuant to Section 9.3.
Board of Directors
. "Board of Directors" shall mean
the Board of Directors of the Company.
Cause . "Cause" shall mean, when used in connection
with the termination of a Participant's employment, the termination
of the Participant's employment by the Company or a Subsidiary on
account of (i) the willful violation by the Participant of (x) any
law, (y) any rule of the Company or such Subsidiary or (z) any rule
or regulation of any regulatory body to which the Company or such
Subsidiary is subject, including, without limitation, The Stock
Exchange or any other exchange or contract market of which the
Company or such Subsidiary is a member, which violation would
materially reflect on the Participant's character, competence or
integrity, (ii) a breach by a Participant of the Participant's duty
of loyalty to the Company and/or its Subsidiaries in contemplation
of the Participant's termination of employment with the Company or
a Subsidiary, such as the Participant's solicitation of customers
or employees of the Company or any Subsidiary prior to
the
termination of his employment or
(iii) the Participant's unauthorized removal from the premises of
the Company or a Subsidiary of any records, files, memoranda, data
in machine readable form, reports, fee lists, customer lists,
drawings, plans, sketches, or other documents (in any medium or
form) relating to the business of the Company or a Subsidiary or
the customers of the Company or a Subsidiary, including, but not
limited to, all intellectual property and proprietary research
which the Participant uses, develops or comes in contact with in
the course of or as the result of his employment with the Company
or a Subsidiary, as the case may be. Any rights the Company or a
Subsidiary may have hereunder in respect of the events giving rise
to Cause shall be in addition to the rights the Company or such
Subsidiary may have under any other agreement with the employee or
at law or in equity. If, subsequent to a Participant's voluntary
termination of employment or involuntary termination of employment
without Cause, it is discovered that the Participant's employment
could have been terminated for Cause, such Participant's employment
shall, at the election of the Plan Administration Committee in its
sole discretion, be deemed for the purposes of this Plan to have
been terminated for Cause.
Change in Control
. "Change in Control" shall mean (x)
with respect to the Company, the occurrence of any of the following
events:
(i)
a) the effective time of the merger or other business combinationof
the Company with or into another corporation, and with respect to
the surviving public company, a majority of the directors of which
were not directors of the Company immediately prior to such merger
or combination and in which the stockholders of the Company
immediately prior to the effective date of such merger or
combination directly or indirectly own less than a majority of the
voting power in such corporation, or (b) consummation of the direct
or indirect sale or other disposition of all or substantially all
of the assets of the Company;
(ii) a)
the acquisition by purchase, subscription or otherwise (including
pursuant to a reconstruction or scheme of arrangement) by any
person (or persons acting together, meaning persons party to an
agreement to which section 204 of the Companies Act or other
equivalent legislation applying to the Company applies) of 20
percent or more of the relevant share capital of the Company (or
any successor company to which all or the majority of the assets of
the Company are transferred pursuant to any such reconstruction or
scheme of arrangement); (b) the giving of notice of any general
meeting of the Company at which a resolution will be proposed for
the winding-up of the Company; (c) if under section 425 of the
Companies Act or other equivalent legislation applying to the
Company, 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 any other
company or companies; or (d) any scheme of arrangement involving
the reconstruction of the Company or the amalgamation of the
Company with any other entity that is approved by the holders of
Shares;
(iii) any
person obtains Control of the Company as a result of making an
offer to acquire Shares which is either unconditional or is made on
a condition such that, if it is satisfied, the person making the
offer will have Control of the Company; or
(iv) a
change in the composition of the Board of Directors such that
individuals who, as of December 1, 2002, constituted the Board of
Directors (generally the "Directors" and as of November 30, 2004,
the "Continuing Directors") cease for any reason to constitute at
least a majority thereof, provided that any person becoming a
Director subsequent to November 30, 2004, whose nomination for
election was approved by a vote of at least a majority of the
Continuing Directors (other than a nomination of an individual
whose initial assumption of office is in connection with an actual
or threatened election contest
relating to the election of the
Directors) shall be deemed to be a Continuing Director;
and
(y) with respect to a Subsidiary,
the consummation of the sale of the capital stock or all or
substantially all of the assets of such Subsidiary to a third party
that is not affiliated with the Company or any Subsidiary, or the
effective time of the merger or other business combination of such
Subsidiary with or into, a third party that is not. affiliated with
the Company or any Subsidiary.
For the purpose of clause (x)(iii)
above, (A) a person shall be deemed to have obtained "Control of
the Company" if he and others acting in concert with him have
together obtained Control of it and (B) "Control" shall mean, in
relation to the Company, the power of a person to secure that the
affairs of the Company are conducted in accordance with the wishes
of that person by means of the holding of shares or the possession
of voting power in or in relation to the Company or by virtue of
any powers conferred by the articles of association of the
Company.
Code .
"Code" shall mean the United States of America Internal Revenue
Code of 1986, as amended from time to time.
Companies Act
. "Companies Act" shall mean the
Companies Act 1985 of Great Britain, as amended from time to
time.
Company . "Company" shall mean Invesco Ltd., a company
incorporated in Bermuda, and any successor corporation which
continues the Plan pursuant to Section 9.10.
Compensation Committee
. "Compensation Committee" shall
mean the duly appointed Compensation Committee, or any successor
thereto, of the Board of Directors; provided that, in the event
that the Compensation Committee is comprised of less than a
majority of United States persons within the meaning of Section
7701 (a)(30) of the Code, all powers of the Compensation Committee
described herein shall be exercised by a majority of those members
of the Compensation Committee who are United States persons within
the meaning of Section 7701(a)(30) of the Code.
Controlling Company
. "Controlling Company," with
respect to any Participant, shall mean an entity which is party to
a transaction or series of transactions resulting in a Change in
Control, or is a parent, subsidiary, or affiliate of such an
entity, and which becomes the employer of the Participant as a
result of such Change in Control.
Deferred Share Award
. "Deferred Share Award" shall mean
an award issued pursuant to this Plan which represents the right to
receive Shares, cash or other property (or a combination of the
foregoing) upon the satisfaction of vesting and other conditions
determined by the Plan Administration Committee.
Disability
. "Disability" shall mean any
physical or mental condition that would qualify a Participant for a
disability benefit under the long-term disability plan maintained
by the Company or a Subsidiary under which the Participant is
covered.
ERISA . "ERISA" shall mean the United States of
America Employee Retirement Income Security Act of 1974, as amended
from time to time.
Exchange Act
. "Exchange Act" shall mean the
United States of America Securities Exchange Act of 1934, as
amended from time to time.
Good Reason
. "Good Reason" shall mean a
material reduction in a Participant's cash compensation, or a
material reduction in a Participant's responsibilities or
position,
with the Company and its
Subsidiaries (or the Controlling Company and its subsidiaries, as
the case may be) following a Change in Control.
Investment Company
Act . "Investment Company
Act" shall mean the United States of America Investment Company Act
of 1940, as amended from time to time.
Participant
. "Participant" shall mean a person
who, as an employee (or director who is also an employee) of the
Company or any Subsidiary, has been granted a Share Award under the
Plan and which Share Award remains outstanding; provided that in
the case of the death of a Participant, the term "Participant"
refers to a beneficiary designated pursuant to Section 9.3 or the
legal guardian or other legal representative acting in a fiduciary
capacity on behalf of the Participant under applicable state law
and court supervision.
Plan . "Plan" shall mean the Invesco Global Stock
Plan, as constituted by these rules, as qualified by the attached
Appendices, and as amended from time to time.
Plan Administration
Committee . "Plan
Administration Committee" shall mean the plan, administration
committee, or any successor committee, comprised of a majority of
United States persons within the meaning of section 7701(a)(30) of
the Code and
appointed by the Compensation Committee from
time to time to administer the Plan in accordance with the terms
hereof and direct the Trustee and serving at the pleasure of the
Compensation Committee.
Restricted Share
Award . "Restricted Share
Award" shall mean, with respect to each Participant, Shares awarded
to such Participant under the Plan by the Plan Administration
Committee pursuant to Section 6.1 that are subject to the
restrictions contained in Section 6.3, so long as such restrictions
are in effect.
Securities Act
. ''Securities Act" shall mean the
United States of America Securities Act of 1933, as amended from
time to time.
Share Award
. "Share Award" shall mean any
Deferred Share Award and any Restricted Share Award, in each case,
granted pursuant to the Plan.
Shares . "Shares" shall mean the common shares of the
Company, or any other shares and/or other property into which the
common shares of the Company are converted pursuant to a stock
split, reverse split, subdivision, reconstruction, amalgamation,
scheme of arrangement, recapitalization, reorganization, merger,
combination, consolidation, split-up or other similar corporate
event.
Subsidiary
. "Subsidiary" shall mean a
corporation with respect to which the Company, directly or
indirectly, has the power, whether through the ownership of voting
securities, by contract or otherwise, to elect at least a majority
of the members of such corporation's board of directors.
The Stock Exchange
. "The Stock Exchange" shall mean
the stock exchange on which Shares are listed from time to
time.
Trust . "Trust" shall mean the grantor trust of the
Company from time to time to which contributions are made in
respect of the Plan and, in the case of any Subsidiary, the term
'Trust" shall be limited to such Subsidiary's Sub-Trust as
described in Section 1.3 of the Trust Agreement.
Trust Agreement
. "Trust Agreement" shall mean the
trust agreement between the Company and the Trustee as amended from
time to time with respect to the Trust.
Tru stee. "Trustee" shall mean the entity from time
to time serving as trustee under the Trust Agreement.
ARTICLE III
EFFECTIVE DATE AND
TERM
Section
3.1
In General . The Plan was assumed as of November 30, 2007 by
Invesco Ltd.. The Plan shall continue in effect, as amended from
time to time, in accordance with its terms until terminated by the
Compensation Committee or the Board of Directors. The Plan is a
plan of the Company and a plan of each Subsidiary that is the
employer of a Participant.
Section
3.2
Transition and Effect on Outstanding Awards . The purpose of
this provision is to change the provisions of the Plan to comply
with Section 409A of the Code with respect to Share Awards which
become vested or non-forfeitable on or after December 31, 2004, and
the Plan shall be so interpreted. Amounts deferred prior to
December 31, 2004, and awards granted prior to November 30, 2004,
shall continue to be governed by the terms of the Plan in effect
prior to the third amendment and restatement of this Plan on
November 30, 2004; provided, however, that no elective deferrals
shall be permitted with respect to any awards which remained
unvested or forfeitable as of December 31, 2004, and distributions
with respect to such awards shall be made as soon as reasonably
practicable following vesting and in no event later than such time
as may be required to prevent the distribution from constituting
the deferral of compensation for purposes of Code Section
409A.
ARTICLE IV
ADMINISTRATION OF THE
PLAN
Section
4.1
In General . Except as provided below, the Plan shall be
administered by the Plan Administration Committee. The Plan
Administration Committee shall have full authority, consistent with
the Plan, to administer the Plan, including authority to interpret
and construe any provision of the Plan and to adopt such rules and
procedures for administering the Plan. The Plan Administration
Committee also shall have full authority to prescribe the form of
each Award Certificate and any other agreements or documents under
the Plan, which need not be identical for each Participant, and to
make all other decisions and determinations that maybe required
under the Plan or as the Plan Administration Committee deems
necessary or advisable to administer the Plan.
Notwithstanding anything to the
contrary, the Compensation Committee shall have the exclusive
power, authority and discretion to take all actions under the Plan
with respect to "directors and senior management" of the Company,
as such term is defined in the general instructions to Form 20-F
promulgated under the Exchange Act, and with respect to Share
Awards granted to such persons. The Compensation Committee also may
reserve to itself any or all of the authority and responsibility of
the Plan Administration Committee under the Plan or may act as
administrator of the Plan for any and all purposes. To the extent
the Compensation Committee (a) is acting with respect to "directors
and senior management" of the Company, or with respect to a Share
Award granted to such persons, or (b) has reserved any authority
and responsibility or during any time that the Compensation
Committee is acting as administrator of the Plan, it shall have all
the powers of the Plan Administration Committee hereunder, and any
reference herein to the Plan Administration Committee (other than
in this Section 4.1) shall include the Compensation Committee. To
the extent any action of the Compensation Committee under the Plan
conflicts with actions taken by the Plan Administration Committee,
the actions of the Compensation Committee shall control. Decisions
of the Compensation Committee or the Plan Administration Committee,
as the case may be, regarding any matter connected with the Plan
shall be final and binding on all parties.
Section 4.2
Authority of the Plan Administration
Committee . Except as
provided in Section 4.1, the Plan Administration Committee has the
exclusive power, authority and discretion to:
(i) Grant
Share Awards
(ii) Designate
Participants;
(iii)
Determine the type or types of Share Awards to be granted to each
Participant;
(iv) Determine
the number of Share Awards to be granted and the number of Shares,
cash, or other property to which a Share Award will
relate;
(v) Determine
the terms and conditions of any Share Award granted under the Plan,
including but not limited to, the ability to receive Restricted
Shares in lieu of Deferred Shares, the ability to receive dividends
or other distributions paid with respect to the Shares underlying
such award, any restrictions or limitations on the Share Award, and
any schedule for vesting or lapse of forfeiture restrictions
(including any accelerations or waivers thereof), based in each
case on such considerations as the Plan Administration Committee in
its sole discretion determines;
(vi) Accelerate
the vesting or lapse of restrictions of any outstanding Share
Award, in accordance with Section 6.1 (d), based in each case on
such considerations as the Plan Administration Committee in its
sole discretion determines;
(vii) Determine
whether, to what extent, and under what circumstances a Share Award
may be cancelled, forfeited, or surrendered;
(viii) Decide
all other matters that must be determined in connection with a
Share Award;
(ix) Amend
any Award Certificate as provided herein; and
(x) Adopt
such modifications, procedures, and subplans as may be necessary or
desirable to comply with provisions' of the laws of non-U.S.
jurisdictions in which the Company or any Subsidiary may operate,
in order to assure the viability of the benefits of Share Awards
granted to participants located in such other jurisdictions and to
meet the objectives of the Plan.
Section
4.3
Award Certificates . Each Share Award shall be evidenced by
an Award Certificate. Each Award Certificate shall include such
provisions, not inconsistent with the Plan, as may be specified by
the Plan Administration Committee.
Section
4.4
Indemnification . No member of the Plan Administration
Committee or the Compensation Committee shall be liable for any
action, omission or determination relating to the Plan, and the
Company and the Subsidiaries shall indemnify and hold harmless each
member of the Plan Administration Committee and the Compensation
Committee, and each other director or employee of the Company or a
Subsidiary to whom any duty or power relating to the administration
or interpretation of the Plan has been delegated, against any cost,
expense (including counsel fees, which fees shall be paid as
incurred) or liability (including any sum paid in settlement of a
claim with the approval of the Board of Directors) arising out of
any action, omission or determination relating to the Plan, if such
action, omission or determination was taken or made by such member,
director or employee in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Company and the Subsidiaries, and with respect to any criminal
action or proceeding, such member had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo
contendere or its
equivalent
shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the Company and the Subsidiaries, and, with
respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
ARTICLE
V
ELIGIBILITY
Section 5.1
In General . Share Awards may be granted to any employee,
officer, or director who is also an employee of the Company or any
Subsidiary selected by the Plan Administration Committee as a
Participant in the Plan in accordance with the terms of the Plan
and the rules and procedures established by the Plan Administration
Committee. Non
employee directors shall not be eligible to
receive Share Awards under the Plan.
Section 5.2
Investment Company Act Limitation . With respect to any
Participant, the Plan Administration Committee may, in its
discretion, use its authority under Section 6.1(d) to accelerate
the vesting of such Participant's Share Award(s) so that neither
the Plan nor the Trust will be required to register as an
investment company under the Investment Company Act.
ARTICLE
VI
SHARE
AWARDS
(a)
In General . The Plan Administration Committee may grant
Share Awards to any Participant in such amounts and subject to such
terms and conditions as may be selected by the Plan Administration
Committee in its sole discretion. Each Share Award shall be
evidenced by an Award Certificate setting forth the terms,
conditions, and restrictions applicable to the Share Award. Each
Participant who has been granted a Share Award shall receive a
Deferred Share Award on the Award Date; provided that, the Plan
Administration Committee may, in its sole discretion, provide in an
Award Certificate that a Participant who has been granted a
Deferred Share Award shall have the opportunity to elect to receive
in lieu of such Deferred Share Award a Restricted Share Award for
all of the Shares subject to such Deferred Share Award. Such
Participant shall notify the Plan Administration Committee (or its
delegate) of his election to receive a Restricted Share Award no
later than the thirtieth day after the Award Date. If such
Participant fails to respond prior to such date, the Participant
shall be deemed to have made no election and shall retain the
Deferred Share Award. Following such date, the Participant cannot
elect to change the type of Share Award(s) so granted.
Each Participant's Share Award shall
be subject to the terms of the Plan applicable to that type of
Share Award, the applicable Award Certificate, the rules and
procedures established by the Plan Administration Committee, and
such additional terms as may be adopted from time to time
applicable to particular jurisdictions. No Participant shall have
any right to receive any Shares other than in accordance with the
terms of the Plan applicable to the type of Share Award granted to
such Participant, including any applicable additional
terms.
(b) Issuance and Restrictions . Deferred
Shares and Restricted Shares shall be subject to such re
