EXHIBIT 4.1
R U L E S
OF
THE TNT PERFORMANCE SHARE
PLAN
Adopted by the Supervisory Board of
TNT N.V. on 25 October 2002 and amended by the Supervisory
Board of TNT N.V. on 18 February 2004 and 24 February
2005
Ernst & Young
LLP
1 More London
Place
London
SE1 2AF
TNT PERFORMANCE SHARE PLAN
Contents
1
RULES
of the
TNT PERFORMANCE SHARE
PLAN
1.
Definitions and
Interpretation
In this Plan, the following words
shall, where the context so permits, have the following
meanings:-
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Expression
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Meaning
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“AEX-Stock
Exchange”
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Euronext Amsterdam N.V. (formerly
Amsterdam Exchanges N.V.);
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“AGM”
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the Annual General Meeting of
shareholders of the Company;
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“Allocation”
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a Share Award or a SAR or a Cash
Award granted to an Eligible Employee pursuant to the Plan on terms
such that the Vesting of the Shares or Cash Sum (as the case may
be) is conditional upon the Performance Conditions being satisfied
before the Vesting Date and the relevant Participant remaining an
Eligible Employee until the Vesting Date;
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“Associated
Company”
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a company of which the Company does
not have Control but in which the Company is a direct or indirect
shareholder;
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“the
Auditors”
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the auditors for the time being of
the Company;
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“Calculation
Date”
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the earlier of:
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(a)
the third anniversary of the Date of
Grant; or
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(b)
the date of cessation of employment
where ceasing for a reason under Rule 8.1 only;
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“Cash
Award”
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the right to receive a Cash Sum and
Interest granted pursuant to this Plan;
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“Cash
Sum”
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a cash amount payable under a Cash
Award or a SAR
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“the
Company”
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TNT N.V. registered in The
Netherlands;
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“Control”
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in relation to a corporate body, the
power of a person or legal entity to secure:
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(a) by
means of the holding of shares or the possession of voting rights
in or relating to that or any other corporate body; or
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(b) by
virtue of any powers conferred by the articles of association or
other document regulating that or any other corporate
body;
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means that the affairs of the first
mentioned corporate body are conducted in accordance with the
wishes of that person or legal entity
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it being understood that any
corporate body where the Company owns directly or indirectly 50% or
more of the shares or voting rights is under Control of the
Company;
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“Date of
Grant”
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in respect of any Allocation the
date upon which that Allocation is granted;
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“Dealing
Day”
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any weekday (excluding a Saturday or
Sunday) which is not a statutory, public or bank holiday in The
Netherlands, the United Kingdom, Germany or the United States of
America;
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“Eligible
Employee”
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any executive director or employee
of a Participating Company;
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“Grantor”
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(a) on
the instructions of the Supervisory Board the Company;
or
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(b) on
the instructions of the Supervisory Board the Participating Company
by which the relevant Eligible Employee or Participant (as the
context permits) is employed; or
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(c) with
the consent of the Supervisory Board, any other person who grants
an Allocation under this Plan;
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“Grant
Period”
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the period from and including the
day after the day of the announcement of the final results for a
financial year of the Company up until and including the day after
day of the announcement of the half year results for the following
financial year
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“Interest”
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interest payable to a Participant on
a Cash Sum relating to a Cash Award only at Vesting at the rate
determined at the Date of Grant;
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“Management”
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(a) where the Eligible Employee or Participant
concerned is a member of the board of management of the Company,
the Supervisory Board;
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(b) where the Eligible Employee or Participant
concerned is not a member of the board of management of the
Company, the board of management of the Company or a duly
authorised committee thereof or an officer of the Company with duly
delegated authority;
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“Market
Value”
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(a) on
any day when the Shares are listed on the AEX-Stock Exchange the
middle market quotation of a Share as derived from the Official
Price List of the AEX-Stock Exchange;
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(b) on
any day when the Shares are not listed on the AEX-Stock Exchange,
the market value as determined by the Auditors;
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“Open
Period”
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any period which is not a Prohibited
Period for a Participant;
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“Participant”
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an Eligible Employee to whom an
Allocation has been granted under this Plan, or (where the context
so requires) his legal personal representative(s);
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“Participating
Company”
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the Company and any other company of
which the Company has Control;
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“Performance
Condition”
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such performance condition
determined by the Management in relation to an Allocation in
accordance with Rule 4;
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“Performance
Period”
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the period of three calendar years
commencing with the calendar year in which the Allocation is
granted or such other period as is determined by the
Management;
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“the
Plan”
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this plan as from time to time
constituted by the Rules which shall be known as the “TNT
Performance Share Plan” or such other name as the Supervisory
Board may from time to time decide;
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“Plan
Period”
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the period commencing with the date
of adoption of the Plan by the Supervisory Board and ending on the
tenth anniversary of that date of adoption;
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“Prohibited
Period”
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any period which is a Closed Period
under the TNT rules concerning Inside Information and any period
outside the Closed Period when a Participant is prohibited from
Executing Transactions in Shares under the TNT rules concerning
Inside Information;
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“Quarter”
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means a period lasting three months,
beginning on any specified date:
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“Rules”
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these rules of the Plan and any
addenda adopted by the Supervisory Board, as amended from time to
time;
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“Share”
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an ordinary share in the capital of
the Company;
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“Share
Award”
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a right to receive Shares granted
pursuant to this Plan;
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“Stock Appreciation
Right”
(“SAR”)
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a right pursuant to this Plan to
receive a Cash Sum calculated by reference to a specific number of
Shares in accordance with a formula determined at the Date of
Grant;
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“Supervisory
Board”
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the supervisory board of the Company
or a duly authorised committee thereof or an officer of the Company
with duly delegated authority;
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“the TNT
Group”
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TNT and its subsidiaries from time
to time;
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“the TNT Rules
concerning
Inside Information “
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the insider trading rules of the
Company (latest version);
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“Vest”
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in relation to
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(a) a
Share Award – the
transfer to the Participant or to such person as the Participant
may direct of the Shares comprising the Share Award pursuant to
these Rules
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(b) a SAR – the transfer to the Participant or his
nominee of the Cash Sum comprising the SAR pursuant to these
Rules;
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(c) a
Cash Award – the
transfer to the Participant or his nominee of the Cash Sum
comprising the Cash Award and the Interest on the Cash Sum pursuant
to these Rules;
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(and “Vesting” shall be
construed accordingly); and
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“Vesting
Date”
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the date on which the Shares (or
Cash Sum or Cash Sum and Interest) are transferred to a
Participant.
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“Vesting
Period”
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the period which shall start on the
Date of Grant and end on the Vesting Date provided
that:
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(a) If
the Calculation Date is in an Open Period for a particular
Participant then the Vesting Period for his Allocation shall end no
later than the 30 th day after the Calculation Date;
or
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(b) If
the Calculation Date is in a Prohibited Period for a particular
Participant then the Vesting Period for his Allocation shall end no
later than the 30 th day after the start of the next
Open Period for that particular Participant.
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Provided that when determining the
30 days in (a) and (b) above, days may only be counted if they are
in an Open Period for that particular Participant. For the
avoidance of doubt the 30 days could be counted over one or more
successive Open Periods if there are insufficient days in the Open
Period(s).
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7
References to any statutory
provision are to that provision as amended or re-enacted from time
to time, and, unless the context otherwise requires, words in the
singular shall include the plural and vice versa and the masculine
shall include the feminine and vice versa.
2.
Grant of
Allocations
2.1
Subject to Rules 3 and 4, the
Grantor shall grant an Allocation to a Participant by a resolution
of the Grantor. The Grantor shall procure that details relating to
the Allocation will be made available to each Participant within 30
days of the Date of Grant by one (or more) of the following
methods:
2.1.1
by electronic mail;
and/or
2.1.2
by web-based electronic record or
records; and/or
2.1.3
by paper certificate
2.2
The details referred to in Rule 2.1
are as follows:
2.2.1
the identity of the
Grantor;
2.2.2
the Date of Grant;
2.2.3
whether the Allocation is a Share
Award, or a SAR, or a Cash Award;
2.2.4
the number and class of Shares in
the case of a Share Award;
2.2.5
the number and class of Shares and
the formula by reference to which the Cash Sum is determined in the
case of a SAR;
2.2.6
the amount of the Cash Sum and the
rate of Interest payable on the Cash Sum on Vesting in the case of
a Cash Award; and
2.2.7
a brief description of any
Performance Conditions applying to the Allocation.
2.3
For the avoidance of doubt
Participants are not required to pay for the grant of an
Allocation.
3.
Restrictions on the grant of
Allocations
3.1.
Subject to Rule 3.2 the Grantor may
only grant an Allocation to an Eligible Employee during the Plan
Period.
3.2.
The Grantor may only grant an
Allocation annually during the Grant Period Provided that a grant
of an Allocation may be made at any other time during the Plan
Period only if:
3.2.1.
the Management considers the
circumstances to be exceptional to do so; or
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3.2.2.
the Management considers it
necessary for a newly appointed Eligible Employee.
3.3.
The grant of the Allocation is
normally intended to take place on the first Dealing Day after the
day of announcement of the first quarter results of the
Company.
3.4.
The Supervisory Board will take
account of any issues arising under the TNT rules concerning Inside
Information when instructing the Grantor which type of Allocation
to grant to a Participant. For the avoidance of doubt the
Supervisory Board has the discretion to instruct the Grantor that a
Participant may be granted a different type of Allocation each year
depending on the circumstances at the relevant time.
3.5.
No Allocation shall be granted to an
Eligible Employee at a time when the Eligible Employee is within
one year of retirement of his or her contractual retirement
date.
3.6.
An Allocation shall not be charged,
pledged or otherwise
