EXECUTION VERSION EMPLOYEE MATTERS AGREEMENT amongCADBURY PLCCADBURY SCHWEPPES, PLCandDR PEPPER SNAPPLE GROUP, INC.Dated as of May 1, 2008
TABLE OF CONTENTS PAGE ARTICLE 1
SCOPE AND DEFINITIONS
Section 1.01 Scope 1 Section 1.02 Definitions 2 Section 1.03 Interpretation 5 ARTICLE 2
ASSIGNMENT OF EMPLOYEES
Section 2.01 Active Employees 6 Section 2.02 Former Employees 6 Section 2.03 Employment Law Obligations 7 Section 2.04 Employee Records 7 ARTICLE 3
EQUITY COMPENSATION PLANS
Section 3.02 Share Option Plans 9 Section 3.03 Long Term Incentive Plan 10 Section 3.04 Bonus Share Retention Plan 10 Section 3.05 International Share Award Plan 11 Section 3.06 Employee Share Option Plans 11 Section 3.07 Responsibility for Tax Withholding, Reporting, and Social Insurance Contributions 12 Section 3.08 No Change of Control 12 Section 3.09 Compliance with Section 409A 12 ARTICLE 4
GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES
Section 4.01 General Principle 12 Section 4.02 Establishment of DPSG Plans 14 Section 4.03 Transfer of Assets and Liabilities 14 Section 4.04 Service Credit 14 Section 4.05 Plan Administration 15 i
PAGE ARTICLE 5
U.S. PENSION PLAN SPIN-OFF
Section 5.01 General Principle 16 Section 5.02 Determination and Transfer of Initial Transfer Amount 16 Section 5.03 Determination of the Final Pension Transfer Amount 17 Section 5.04 True-Up Adjustment 18 Section 5.05 Form and Selection of Assets to be Transferred 18 ARTICLE 6
U.S. 401(K) PLAN
Section 6.01 General Principle 18 Section 6.02 Transfer of Accounts 19 Section 6.03 Funding of 2008 Matching Contribution 19 ARTICLE 7
U.S. WELFARE BENEFIT PLANS
Section 7.01 General Principle. 20 Section 7.02 Establishment of DPSG Plans 20 Section 7.03 Insurance Contracts 21 Section 7.04 Third Party Vendors 21 ARTICLE 8
FRINGE BENEFIT AND OTHER U.S. PLANS AND PROGRAMS
ARTICLE 9
WORKERS COMPENSATION AND UNEMPLOYMENT COMPENSATION
ARTICLE 10
COMPENSATION MATTERS AND GENERAL BENEFIT AND EMPLOYEE MATTERS
Section 10.01 Restrictive Covenants in Employment and Other Agreements 22 Section 10.02 Severance 22 Section 10.03 Accrued Vacation Days Off 23 Section 10.04 Leaves of Absence 23 Section 10.05 Cadbury Obligations 23 Section 10.06 Collective Bargaining Agreements 23 ii
PAGE ARTICLE 11
CANADIAN EMPLOYEE MATTERS
ARTICLE 12
GENERAL PROVISIONS
Section 12.01 Preservation of Rights to Amend 24 Section 12.02 Confidentiality 24 Section 12.03 Administrative Complaints/Litigation 24 Section 12.04 Reimbursement and Indemnification 24 Section 12.05 Costs of Compliance with Agreement 25 ARTICLE 13
MISCELLANEOUS
Section 13.01 Notices 25 Section 13.02 Amendments; No Waivers 26 Section 13.03 Successors and Assigns 26 Section 13.04 Governing Law 26 Section 13.05 Counterparts; Effectiveness; Third-Party Beneficiaries 26 Section 13.06 Entire Agreement 27 Section 13.07 Jurisdiction 27 Section 13.08 Waiver of Jury Trial 27 Section 13.09 Severability 27 Section 13.10 Survival 27 Section 13.11 Captions 28 Section 13.12 Specific Performance 28 Section 13.13 Mutual Drafting 28 Section 13.14 Operating Committee 28 Section 13.15 Effect if Distribution Does Not Occur 29 Section 13.16 Corporate Authorization 29 iii
EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT dated as of May 1, 2008 among Cadbury Schweppes, plc, a United Kingdom public limited company incorporated in England and Wales with the registered number 0052457 and whose registered office is at 25 Berkley Square, London W1J 6HB (" Cadbury" ), Dr Pepper Snapple Group, Inc., a Delaware corporation (" DPSG" ) and, solely for the purposes of Section 10.05, Cadbury plc, a United Kingdom public limited company incorporated in England and Wales with the registered number 0052457 and whose registered office is at 25 Berkley Square, London W1J 6HB (" Cadbury plc" ). Each of Cadbury and DPSG is sometimes referred to herein as a " Party" and together, as the " Parties" . RECITALS WHEREAS, Cadbury, Cadbury plc and DPSG have entered into a Separation and Distribution Agreement as of the date hereof (the " Separation Agreement" ) pursuant to which (i) Cadbury will become a wholly-owned subsidiary of Cadbury plc; (ii) Cadbury and/or one or more members of the Cadbury plc Group will, collectively, retain or acquire beneficial ownership of all of the Cadbury plc Assets and Assume all of the Cadbury plc Liabilities and DPSG and/or one or more members of the DPSG Group will, collectively, retain or acquire beneficial ownership of all of the Beverages Assets and Assume all of the Beverages Liabilities (as such terms are defined in the Separation Agreement); and (iii) DPSG will distribute to the holders of Cadbury plc Ordinary Shares on a pro rata basis, without any consideration being paid by such holders, all of the outstanding shares of Common Stock, par value $0.01 per share, of DPSG.. WHEREAS, in connection with the Distribution, Cadbury, Cadbury plc and DPSG desire to enter into this Employee Matters Agreement as a complement to the Separation Agreement. NOW THEREFORE, in consideration of the mutual covenants contained herein and in the Separation Agreement, Cadbury, Cadbury plc and DPSG hereto agree as follows: ARTICLE 1 SCOPE AND DEFINITIONS Section 1.01 Scope . Notwithstanding anything to the contrary contained herein (i) this Agreement shall not apply with respect to any Employee whose primary employer within the Cadbury Group or DPSG Group is or was an entity domiciled in Mexico and (ii) the terms of this Agreement shall apply only to the extent relevant with respect to the appropriate treatment of any Employee whose primary employer within the Cadbury Group or DPSG Group is or was an entity domiciled in a country other than Canada or the U.S. (including Puerto Rico). For the avoidance of doubt, any relevant portions of this Agreement shall apply with respect to the Employees listed on Schedule 1.01(i) hereof (who are Employees who are or have been located
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outside the U.S., but are or have been covered under U.S. compensation and benefit plans and arrangements). Section 1.02 Definitions . Unless otherwise defined herein, each capitalized term shall have the meaning specified for such term in the Separation Agreement. As used in this Agreement: " Agreement" means this Employee Matters Agreement together with those parts of the Separation Agreement referenced herein, all Schedules hereto and all amendments, modifications and changes hereto and thereto. " BSRP" means the Cadbury Schweppes Bonus Share Retention Plan 2004. " Business Day" means any day, other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated by law to close. " Cadbury 401(k) Plan" means the Cadbury Adams Holdings LLC Employees' Savings Incentive Plan. " Cadbury Business Employee" means any individual who is, immediately prior to the Distribution, employed by Cadbury or any of its Subsidiaries or Affiliates and is not a DPSG Business Employee. " Cadbury Committee" shall mean the Remuneration Committee of the Board of Directors of Cadbury or another duly authorized committee of the Board. " Cadbury Employee Share Schemes" means the BSRP, the LTIP, the ISAP, the Share Option Plans and the Employees Share Option Plans. " Cadbury Initial Price" shall mean the market value (within the meaning of section 272(3) of the UK Taxation of Chargeable Gains Act 1992) of Cadbury plc Ordinary Shares on the first day of dealings in Cadbury plc Ordinary Shares on the London Stock Exchange following the Scheme becoming effective or such other value of a Cadbury plc Ordinary Share on or about that date as the Cadbury Committee may agree with HMRC for the purposes of determining the number of Cadbury plc Ordinary Shares over which replacement options may be granted as referred to in clause (i) of the definition of Exchange Ratio. " Cadbury Final Price" shall mean the market value (within the meaning of section 272(3) of the UK Taxation of Chargeable Gains Act 1992) of Cadbury Ordinary Shares on the last day of dealings in Cadbury Ordinary Shares immediately prior to the Scheme becoming effective or such other value of a Cadbury Ordinary Share on or about that date as the Cadbury Committee may agree with HMRC for the purposes of determining the number of Cadbury Ordinary Shares over which a replacement option may be granted as referred to in clause (i) of the definition of Exchange Ratio. " Cadbury Non-ERISA U.S. Benefit Arrangement" means any Non-ERISA U.S. Benefit Arrangement sponsored or maintained by Cadbury.
" Cadbury Ordinary Shares" means the ordinary shares of 12.5 pence each in the capital of Cadbury. " Cadbury Pension Plan" means the Cadbury Adams Holdings LLC Personal Pension Account Plan, the Cadbury Adams Holdings LLC Supplemental Executive Retirement Plan and the Cadbury Adams Holdings LLC Pension Equalization Plan. " Cadbury Pension and Welfare Benefit Plan" means any Pension Plan or Welfare Plan sponsored or maintained by Cadbury or a Cadbury Subsidiary. " Cadbury plc Ordinary Shares" means the ordinary shares of Cadbury plc. " Cadbury Retiree Medical Plan" means that portion of the Cadbury Health and Welfare Benefits Plan that provides post-employment medical benefits beyond those required to be provided pursuant to COBRA. This includes the Cadbury Schweppes $25,000 Retiree Health Plan and the Cadbury Schweppes Retiree Health Plan. " Cadbury Subsidiary" means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are expected to be directly or indirectly owned by Cadbury immediately after the Distribution. " Circular" means the circular and explanatory statement dated March 19, 2008 to the holders of Cadbury Ordinary Shares. " COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Part 6 of Subtitle B of Title I of ERISA and at IRS Code Section 4980B, as amended. " Code" means the U.S. Internal Revenue Code of 1986, as amended. " Distribution" shall have the meaning set forth in Section 1.01 of the Separation Agreement. " Distribution Date" shall have the meaning set forth in Section 1.01 of the Separation Agreement. " DPSG Business Employee" means any individual who is, immediately prior to the Distribution, employed by DPSG or any of their respective Subsidiaries. A DPSG Business Employee may not be a Cadbury Business Employee. " DPSG Legacy Equity Plans" shall mean one or more plans adopted by DPSG and approved by Cadbury, as sole shareholder of DPSG, under the authority of which the DPSG equity awards described in Article 3 shall be issued. " DPSG Non-ERISA U.S. Benefit Arrangement" means any Non-ERISA U.S. Benefit Arrangement sponsored or maintained by DPSG.
" DPSG Pension and Welfare Benefit Plan" means any Pension Plan or Welfare Plan sponsored or maintained by DPSG or a DPSG Subsidiary. " DPSG Subsidiary" means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are expected to be directly or indirectly owned by DPSG immediately after the Distribution. " Employee" means any Cadbury Business Employee or Former Cadbury Employee or DPSG Business Employee or Former DPSG Employee. " Employees Share Option Plans" means the Cadbury Schweppes plc US Employees Share Option Plan 2005 and the Cadbury Schweppes plc Americas Employees Share Option Plan 2005. " ERISA" means the U.S. Employee Retirement Income Security Act of 1974, as amended. " Exchange Ratio" means: (i) where an option granted under a Cadbury Employee Share Scheme, or a part thereof, which is approved by HMRC, is exchanged for an option over Cadbury plc Ordinary Shares, the ratio agreed by HMRC for determining the number of Cadbury plc Ordinary Shares over which the replacement option is granted; and (ii) where an option or award granted under any other Cadbury Employee Share Scheme, or a part thereof, is exchanged or converted into an option or award over Cadbury plc Ordinary Shares or DPSG Common Stock, such ratio as is determined by the Cadbury Committee which is, in its opinion, consistent with the ratio referred to in clause (i) or the basis for determining the ratio in clause (i). " FMLA" means the U.S. Family Medical Leave Act, as amended. " Former DPSG Employees" has the meaning set forth in Section 2.02(c). " Former Cadbury Employees" has the meaning set forth in Section 2.02(b). " HMRC" means HM Revenue & Customs. " IRS" means the U.S. Internal Revenue Service. " ISAP" means the Cadbury Schweppes International Share Award Plan. " LTIP" means the Cadbury Schweppes Long Term Incentive Plans 1997 and 2004.
" Non-ERISA U.S. Benefit Arrangement" means any contract, agreement, policy, practice, program, plan, trust or arrangement, other than a Pension Plan or Welfare Plan, providing for benefits, perquisites or compensation of any nature to any Employee, or to any family member, dependent or beneficiary of any such Employee, including, without limitation, disability, severance, health, dental, life, accidental death and dismemberment, travel and accident, tuition reimbursement, vacation, sick, personal or bereavement days, holidays, retirement, deferred compensation, profit sharing, bonus, stock-based compensation or other forms of incentive compensation. " Pension Plan" means any pension plan as defined in Section 3(2) of ERISA, without regard to Section 4(b)(4) or 4(b)(5) of ERISA. " Scheme" means the proposed scheme of arrangement under Section 425 of the United Kingdom Companies Act 1985 between Cadbury and its shareholders as set forth in the Circular. " Share Option Plans" means the Cadbury Schweppes Share Option Plan 2004 and the Cadbury Schweppes (New Issue) Share Option Plan 2004. " Welfare Plan" means any employee welfare plan as defined in Section 3(1) of ERISA, without regard to Section 4(b)(4) of ERISA. " WARN" means the U.S. Workers Adjustment Retraining and Notification Act, as amended and any applicable state or local law equivalent. Section 1.03 Interpretation . In this Agreement, unless the context clearly indicates otherwise: (a) words used in the singular include the plural and words used in the plural include the singular; (b) references to any Person include such Person' s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and a reference to such Person' s " Affiliates" shall be deemed to mean such Person' s Affiliates following the Distribution; (c) references to any gender include the other gender; (d) accounting terms used herein shall have the meanings historically ascribed to them by Cadbury and its Subsidiaries, including DPSG, in its and their internal accounting and financial policies and procedures in effect prior to the date of this Agreement; (e) if there is any conflict between the provisions of the Separation Agreement and this Agreement, the provisions of this Agreement shall control with respect to the subject matter hereof; if there is any conflict between the provisions of the body of this Agreement and the Schedules hereto, the provisions of the body of this Agreement shall control unless explicitly stated otherwise in such Schedule;
(f) the titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement; and (g) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States. ARTICLE 2 ASSIGNMENT OF EMPLOYEES Section 2.01 Active Employees . (a) DPSG Business Employees . Except as otherwise set forth in this Agreement, effective not later than the Distribution Date, the employment of each DPSG Business Employee who is employed by Cadbury or a Cadbury Subsidiary shall be assigned and transferred to DPSG or a DPSG Subsidiary. As of the Distribution Date, DPSG shall and shall cause each DPSG Subsidiary to continue the employment of each DPSG Business Employee who is employed by DPSG or a DPSG Subsidiary. (b) Cadbury Business Employees . Effective not later than the Distribution Date, the employment of each Cadbury Business Employee who is employed by DPSG or a DPSG Subsidiary shall be assigned and transferred to Cadbury or a Cadbury Subsidiary. As of the Distribution Date, Cadbury shall and shall cause each Cadbury Subsidiary to continue the employment of each Cadbury Business Employee who is employed by Cadbury or a Cadbury Subsidiary. (c) At-Will Status . Notwithstanding the above or any other provision of this Agreement, nothing in this Agreement shall create any obligation on the part of Cadbury, DPSG or any of their respective Affiliates to continue the employment of any employee for any definite period following the Distribution Date or to change the employment status of any employee from " at will," to the extent such employee is an " at will" employee under applicable law. (d) Severance . The Distribution and the assignment, transfer or continuation of the employment of employees in connection therewith shall not be deemed a severance of employment of any employee for purposes of any plan, policy, practice or arrangement of Cadbury, DPSG or any of their respective Subsidiaries, except as otherwise provided herein. Section 2.02 Former Employees . (a) General Principal . Except as otherwise provided in this Agreement, each former employee of Cadbury or any Cadbury Subsidiary or DPSG or any DPSG Subsidiary as of the Distribution Date will be considered a former employee of the business as to which his or her duties were primarily related immediately prior to his or her termination of employment with all of Cadbury, DPSG and their respective Affiliates. (b) Former Cadbury Employees . For these purposes, former employees of Cadbury and the Cadbury Subsidiaries shall be deemed to include all employees who, as of their last day
of employment with all of Cadbury, DPSG and their respective Affiliates, had employment duties primarily related to the Cadbury Business (collectively, the " Former Cadbury Employees" ). (c) Former DPSG Employees . Except with respect to those individuals set forth on Schedule 2.02(c), former employees of DPSG and the DPSG Subsidiaries shall be deemed to include all employees who, as of their last day of employment with all of Cadbury, DPSG and their respective Affiliates, had employment duties primarily related to the DPSG Business (collectively, the " Former DPSG Employees" ). Section 2.03 Employment Law Obligations . (a) WARN Act . Cadbury and the Cadbury Subsidiaries shall be responsible for providing any necessary WARN notice (and meeting any similar state law notice requirements) with respect to any termination of any Cadbury Business Employee. DPSG and the DPSG Subsidiaries shall be responsible for providing any necessary WARN notice (and meeting any similar state law notice requirements) with respect to any termination of any DPSG Business Employee; provided , however , that Cadbury and the Cadbury Subsidiaries shall be responsible for providing any necessary WARN notice (and any similar state law notice requirements) to any DPSG Business Employee or any governmental authority in connection with any transfer of the employment of any DPSG Business Employee from a Cadbury Group entity to a DPSG Group entity in contemplation of the Distribution. (b) Compliance With Employment Laws . On and after the Distribution Date (i) Cadbury and the Cadbury Subsidiaries shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment-related laws and requirements relating to the employment of the Cadbury Business Employees and the treatment of the Former Cadbury Employees in respect of their former employment with Cadbury and its Affiliates and (ii) DPSG and the DPSG Subsidiaries shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment-related laws and requirements relating to the employment of the DPSG Business Employees and the treatment of the Former DPSG Employees in respect of their former employment with DPSG and their respective Affiliates. Section 2.04 Employee Records . (a) Records Relating to Cadbury Business Employees and Former Cadbury Employees . All records and data in any form relating to Cadbury Business Employees and Former Cadbury Employees shall be the property of Cadbury, except that data pertaining to such an employee and relating to any period that such employee was employed by DPSG or a DPSG Subsidiary prior to the Distribution shall be jointly owned by Cadbury and DPSG. (b) Records Relating to DPSG Business Employees and Former DPSG Employees . All records and data in any form relating to DPSG Business Employees and Former DPSG Employees shall be the property of DPSG, except that data pertaining to such an employee and relating to any period that such employee was employed by Cadbury, DPSG or any of their respective Subsidiaries prior to the Distribution shall be jointly owned by Cadbury and DPSG.
(c) Sharing of Records . The Parties shall use their respective reasonable commercial efforts to provide each other such records and information only as necessary or appropriate to carry out their obligations under applicable law (including, without limitation, any relevant privacy protection laws or regulations in any applicable jurisdictions), this Agreement or the Separation Agreement or the Transition Services Agreement, or for the purposes of administering their respective employee benefit plans and policies. Subject to applicable law, all information and records regarding employment and personnel matters of DPSG Business Employees and Former DPSG Employees shall be accessed, retained, held, used, copied and transmitted after the Distribution Date by DPSG in accordance with all laws and policies relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records. The Parties shall reimburse each other for any reasonable costs incurred in copying or transmitting any records requested pursuant to this Section 2.04. (d) Access to Records . To the extent consistent with this Agreement and any applicable privacy protection laws or regulations, access to such records after the Distribution Date will be provided to Cadbury and DPSG in accordance with the Separation Agreement. In addition, notwithstanding anything to the contrary, Cadbury shall retain reasonable access to those records necessary for Cadbury' s continued administration of any plans or programs on behalf of Employees after the Distribution Date, provided that such access shall be limited to individuals who have a job-related need to access such records. Cadbury shall also retain copies of all restrictive covenant agreements with any DPSG Business Employee or Former DPSG Employee in which Cadbury has a valid business interest. (e) Maintenance of Records . With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, Cadbury and DPSG shall each comply with all applicable laws, regulations and internal policies, and each Party shall indemnify and hold harmless the other Party from and against any and all liability, claims, actions, and damages that arise from a failure (by the indemnifying party or its agents) to so comply with all applicable laws, regulations and internal policies applicable to such information. (f) No Access to Computer Systems or Files . Except as set forth in the Separation Agreement or the Transition Services Agreement, no provision of this Agreement shall give either Party direct access to the computer systems or other files, records or databases of the other Party, unless specifically permitted by the owner of such systems, files, records or databases. (g) Relation to Separation Agreement . The provisions of this Section 2.04 shall be in addition to, and not in derogation of, the provisions of the Separation Agreement governing Confidential Information and access to and use of employees, information and records, including Sections of the Separation Agreement. (h) Confidentiality . Except as otherwise set forth in this Agreement, all records and data relating to Employees shall, in each case, be subject to the confidentiality provisions of the Separation Agreement. (i) Cooperation . DPSG and Cadbury and their respective Affiliates shall use reasonable commercial efforts to cooperate to share, retain and maintain data and records that are necessary or appropriate to further the purposes of this Section 2.04 and for each other to
administer their respective benefit plans to the extent consistent with this Agreement and applicable law. Except as provided under the Transition Services Agreement, neither DPSG nor Cadbury shall charge the other any fee for such cooperation. The parties agree to cooperate as long as is reasonably necessary to further the purposes of this Section 2.04. ARTICLE 3 EQUITY COMPENSATION PLANS Section 3.01 General Principles . (a) For the avoidance of doubt, the provisions of this Article 3 shall not apply unless the Distribution takes place. Cadbury and DPSG shall take any and all action as shall be necessary and appropriate to further the provisions of Article 3. (b) Each DPSG Business Employee shall be treated for the purposes of the Cadbury Employee Share Schemes as having ceased to be an employee of Cadbury at the Distribution Date. (c) Where an award granted under the DPSG Legacy Equity Plans replaces an award under the Cadbury Employee Share Schemes in accordance with the provisions of this Article 3, such award shall be on terms which are in all material respects identical to the terms of the award which it replaces having regard to the fact that those terms are the terms which are applicable to a good leaver under the relevant Cadbury Employee Share Scheme but subject to any necessary changes to take into account that (i) the award relates to DPSG Common Stock, (ii) the DPSG Legacy Equity Plan is administered by DPSG and (iii) the award is not subject to any performance conditions. Section 3.02 Share Option Plans . Each unexercised option of a DPSG Business Employee on the Distribution Date shall be converted in accordance with the rules of the applicable Share Option Plan into an option over Cadbury plc Ordinary Shares. The number of Cadbury plc Ordinary Shares shall be determined based on the Exchange Ratio. The aggregate exercise price of the substitute option shall be the same as the aggregate exercise price of the option that it replaces except (i) that it shall be in US dollars and (ii) for any adjustments that the Cadbury Committee determines to be appropriate if the Exchange Ratio does not result in a whole number of Cadbury plc Ordinary Shares. Such substituted options shall, in the sole discretion of the Cadbury Committee, preserve the aggregate intrinsic value of the original options for which they are substituted and the ratio in the original option of the exercise price to the fair market value of the stock by adjusting the number of shares purchasable and the exercise price, based on the a comparison of the Cadbury Final Price and the Cadbury Initial Price. Such substitute options shall: (i) if they represent options granted before May 2005, be fully vested and exercisable for a period of 12 months after the Distribution Date; and (ii) if they represent options granted after April 2005, be fully vested and exercisable for a period of 12 months starting on the third anniversary of the grant date of the options that they represent.
Section 3.03 Long Term Incentive Plan . (a) Contingent Share Awards . Subject to the Scheme becoming effective, each Contingent Share Award (as defined in the rules of the relevant LTIP) of a DPSG Business Employee shall be converted based on the Exchange Ratio into a Contingent Share Award over Cadbury plc Ordinary Shares in accordance with the rules of the relevant LTIP and those shares shall be released to the DPSG Business Employee in accordance with the rules of the relevant LTIP within sixty (60) days following the Distribution Date. (b) Basic Awards . (i) The performance conditions applying to Basic Awards (as defined in the rules of the relevant LTIP
