EXHIBIT 10.13
Invesco Ltd.
RULES OF THE
INVESCO
DEFERRED FEES SHARE PLAN
As amended and restated effective December 10,
2008
THE INVESCO DEFERRED FEES SHARE PLAN
Amendments adopted on December 10, 2008 shall
apply only to those Deferred Proportions (or the sum then
representing the Deferred Proportion, if different), including any
dividend equivalents paid thereon, that were not vested prior to
December 31, 2004.
The following words and expressions
shall have the following meanings:-
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“Board”
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the board of directors of the
Company or a duly authorised committee thereof;
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Commencement
Date”
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___________, 1999
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Company”
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Invesco Ltd.
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“Control”
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except where otherwise expressly
stated, control within the meaning of Section 840 of the Income and
Corporation Taxes Act 1988
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“Deferral
Notice”
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a notice in writing from a
Director to the Company, in the form annexed to these Rules, or in
such other form as the Board may from time to time determine,
relating to the Fees of a Fee Period commencing no less than one
calendar month after the date of receipt of such notice by the
Company;
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“Deferred
Proportion”
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that proportion of any
Director’s Fees as shall have been the subject of a Deferral
Notice
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“Director”
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on any day on or after the
Commencement Date, an individual who is a director of the
Company;
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“Fee
Period”
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the period 1 July 1999 to 31
December 1999, and thereafter any year ending 31 December, or such
other period as the Board may from time to time
determine;
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“Fees”
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fees for performing services in
the capacity only of a Director;
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“Participant”
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any Director who shall have
submitted a Deferral Notice;
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“Plan”
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the Invesco Deferred Fees Share
Plan constituted by the Rules;
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“Rules”
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these Rules as from time to time
amended;
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“Separate from
Service”:
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“separation from
service” with the Company as defined in Treas. Reg.
1.409A-1(h).
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“Share”
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a fully paid ordinary share in
the capital of the Company;
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“Taxes”
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all forms of taxation whether of
the United Kingdom or elsewhere wheresoever and whensoever imposed,
(including, without limitation, income tax, inheritance tax and
national insurance contributions) and all other statutory,
governmental, state, provincial, local governmental or municipal
impositions, duties, rates and levied and all penalties, charges,
costs and interest relating to any such matters.
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These Rules constitute the Invesco
Deferred Fees Share Plan.
3.1
Before the beginning of any Fee Period, a
Director may deliver a Deferral Notice to the Company relating to
his Director’s fees which are attributable to services
rendered as a Director during such Fee Period.
3.2
The Deferral Notice shall identify the Fee
Period or Fee Periods (or shall be stated to operate in respect of
an indefinite number of Fee Periods), and the proportion of the
Director’s fees for that Fee Period or those Fee Periods, to
which it relates.
3.3
The effect of a Deferral Notice shall be to vary
the terms on which a Director is paid Fees for the relevant Fee
Period or Fee Periods to which the Deferral Notice
relates.
3.4
No Deferral Notice may be varied or withdrawn by
a Director in relation to any Fee Period to which it relates less
than one calendar month prior to the commencement of that Fee
Period.
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A Deferral Notice shall become
irrevocable immediately upon the last date an election may be made
with respect to Director’s fees for the applicable Fee
Period.
3.5
No Deferral Notice may be varied or withdrawn in
respect of any Fee Period which shall have commenced.
3.6
The Company shall acknowledge receipt of a
Deferral Notice and shall determine prior to the commencement of
any Fee Period to which the Deferral
