Working together: Winning together - WPP · Working together: Winning together ... Winning...

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Working together: Winning together

Transcript of Working together: Winning together - WPP · Working together: Winning together ... Winning...

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Working together: Winning together

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We offer stock options to eligible employees, ensuring all our people can benefit from our collective success.

Working together: Winning together When we say ‘Working together: Winning together’ we take it pretty seriously.As a member of the WPP family, we want to give you the chance to own a piece of WPP for yourself as a share owner. It’s a way of rewarding you for the success that your hard work helps to bring the Group.

Got a spare 2 minutes? Take a look at the video on the WWOP website homepage, which helps to explain The Plan.

Finding your way around

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WPP gives you (if you’re eligible) some really useful things called ‘stock options’. A stock option is a bit like a promise to sell you a number of shares in 3 years’ time, at a fixed price.

After 3 years… here’s what you can do:

If the value of the shares has gone up Cash in – If the share price has gone up by enough, you can cash in on the amount it’s increased by. You’ll pay tax and fees, but you could still be better off.

Stock up – Buy the shares at the price you were promised and become a proud WPP share owner. As a share owner, you could benefit from WPP’s long-term success. Please bear in mind that the value of shares can go down as well as up. Of course, the same risks apply to other share investors in the stock market.

Hold on – You can hold on to them for up to 7 years until you decide what to do.

If the value of the shares has gone down Don’t panic – There’s no need really, because you don’t have to do anything. You can hang on to your stock options for up to 7 more years to see if they rise in value during that time. If they do, you can cash in on your options. If not, the options lapse and you haven’t lost a thing.

So, your stock options give you the option of owning your own small part of WPP. If you choose to become a share owner, you’re entitled to your share of the company’s earnings (along with the other share owners).

Stocks and Shares

Put simply, stock is a share in the ownership of a company. Whenever you see ‘shares’, ‘equity’, or ‘stock’, it all broadly means the same thing.

Here’s how it works

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Want to be involved? Well, WPP will give you stock options if:• You’ve worked at a WPP Group company for 2 years, as of 1 July of the year of grant

• You work for a WPP wholly-owned company that is out of earn-out

• You’re a permanent employee

• You’re not participating in another WPP Stock Plan

Are you eligible?

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We know shares can be a complicated business. That’s why we’ve created this guide to help you understand your options. Although some of the terms can seem confusing, in essence it’s pretty simple. Just remember, it all boils down to:

• Being granted stock options hands you the chance, in the future, to either own a part of WPP, or cash in on WPP’s success.

• You aren’t losing out – if the share price doesn’t rise, you don’t have to do anything. The only risk you can take is the usual risk associated with being an investor on the stock market.

Don’t worry if you lose track of any technical terms along the way. You can click on any of the underlined words to jump straight to a definition in the handy Glossary.

Are you more of a visual person? Click through to the next page to see how the Plan works in lovely diagram format.

A quick summary

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You can’t use your options for 3 years

Plan Period (Years)

Grant date

You need to hold on for the first 3 years

WPP Share Price

Year 5 Year 10Year 6Year 4Year 1 Year 2 Year 3

Please note, the WPP share price in the chart above is purely an illustration to help you understand how the Plan works. It does not reflect previous or likely share price fluctuations.

The above time periods (3 year vesting and 7 year exercise period) may vary from country to country. Please check your option certificate to find out your country specific time lines.

Great news! You’re granted a Stock Option – the right to buy a number of shares at a fixed price after a 3 year period

Expiry dateYour option to cash in

or buy shares is over

After the 3 year period, you have 7 years to either: • Cash in by selling your option. You’ll get the difference

between the fixed price you agreed to pay for the shares, and the share price when they are sold (less any taxes and fees).

• Buy the shares at the fixed price and own a part of WPP.The above choices are known as exercising your options

Vesting date

Exercise period

How the Plan works

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How do I get stock options?If you’re eligible, you don’t normally need to do anything. If you’re eligible to receive a grant of stock options, we’ll let you know by email.

If you move from one WPP company to another, you need to let the Plan Managers in both your old and new company know.

Recap – are you eligible?The answer is yes, if:

• You’ve worked at a WPP Group company for 2 years, as of 1 July of the year of grant

• You work for a WPP wholly-owned company that is out of earn-out

• You’re a permanent employee

• You’re not participating in another WPP Stock Plan

A. Receiving a grant

Plan details

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How often will I receive a stock option grant?WPP makes a grant each year. So, as long as you’re still eligible, you’ll be granted an option each year. Each option you are granted is subject to its own (3 year) Holding period and (7 year) Exercise period, as shown below.

A. Receiving a grant

Option 1 Year 2 Year 5 Year 8Year 3 Year 6 Year 9 Year 10Year 1 Year 4 Year 7

Exercise periodHolding period

Expiry dateYour option to buy

or cash in shares ends

Grant dateYou are granted an option – the right to buy or sell a number of shares at a fixed price after a 3-year period

After 3 years (and within 10 years) you can either:• Cash in and sell your option and receive a payment for the

difference between the fixed price and the share price, when the shares are sold less any taxes and fees;

or• Buy the shares at the fixed price.

Vesting date

Year 2 Year 5 Year 8Year 3 Year 6 Year 9 Year 10Year 1 Year 4 Year 7Option 2

Exercise periodHolding period

Expiry DateVesting Date

Year 2 Year 5 Year 8Year 3 Year 6 Year 9 Year 10Year 1 Year 4 Year 7Option 3

Exercise periodHolding period

Expiry DateVesting Date

Note: most awards have a 3 year vesting and 7 year exercise period, however this may vary from country to country. Please check your option certificate to find out your country specific time lines.

Plan details

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When will I receive my grant?Usually you’ll be granted stock options in the fourth quarter of the year. This’ll happen each year you’re eligible for stock options.

How big will my grant be?WPP decides the size of the grant each year. Every eligible employee in each WPP company (in the same country) will receive the same size of grant.

A. Receiving a grant

Plan details

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B. Your stock options

Plan details

What kind of stock will be granted?If you work in the Americas, you’ll receive WPP American Depository Shares (ADs). In all other countries, you’ll receive ordinary (UK) shares. It’s worth noting that one ADs is equal to five WPP ordinary shares.

Will I receive dividends on my stock options?No, dividends (payments based on company profits) are not payable on stock options (before you ‘exercise’ them).

After the 3 year holding period, if you ‘exercise your options’ and choose to become a shareholder, then dividends would become payable.

Can I use an option more than once?No, you can only exercise each option once.

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Can I get more stock options?While you can’t increase the size of each grant you get, you can of course buy WPP shares in the stock market.

Do I have to make regular payments?No.

How much does it cost me?You don’t have to pay anything to receive a grant! You’ll only have to make a payment if you ‘exercise your option’ and keep your stock.

B. Your stock options

Plan details

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Can I find out the value of my options?You can use the Market Price calculator on the WWOP website to see the approximate value of your options. Just visit inside.wpp.com/compensation

Will I have to pay tax if I ‘exercise my stock options’?Taxes may be payable on any financial gain you make as a result of exercising your stock options. You should speak to your Plan Manager if you have questions about this.

C. Other questions answered

Plan details

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What happens if I leave WPP?If you leave for medical reasons or because you retire, you have 6 months to use (‘exercise’) your options. After this, your options will expire. For grants made before 2015, the number of options you can exercise may also be pro-rated.

If you leave for any other reason, apart from gross misconduct, you will normally have one last chance to exercise any vested stock options you have been granted. You’ll lose any stock options that have not vested yet.

If you leave due to gross misconduct, you will lose your options and the chance to exercise them.

What if I take parental leave?During your parental leave, you’ll still be granted stock options. You will keep the right to exercise your stock options. These options will still be valid for the original 7 year exercise period.

If you don’t return to work, you‘ll lose your options and the chance to exercise them.

C. Other questions answered

Plan details

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What happens if I transfer to another WPP company?You’ll still be able to exercise your stock options in the same way.

This is also the case if you transfer from one country to another. Your tax situation may change however.

Future grants will still be based on the same eligibility criteria.

Don’t miss out!You should notify the Plan Managers in both your new and old company so that they can change their records.

If you don’t, you could lose your existing options and miss out on a future grant.

C. Other questions answered

Plan details

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Who should I contact if I have any more questions?Your first point of contact is your company’s Plan Manager. If you aren’t sure who this is, their details are listed on your homepage of the WWOP website.

Your company Plan Manager should be able to answer any questions about taking part in the Plan.

C. Other questions answered

Plan details

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Working together: Winning together

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Finding your way around

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Your choices This diagram shows you the choices available to you 3 years after you receive your stock options. It should help you understand why you might want to make these choices, and what you should consider.

After 3 years…Congratulations!

You can use your stock options

You need to decide whether to use (‘exercise’) your options, or hold on for now.

You don’t have to take action right away.

• You have until your option expires to decide what to do.

Why you might want to wait

• If you think the share price will rise over time, you might want to wait until the difference between the grant price and the current price on the stock market is higher.

Using your stock optionsKeeping your stock options

Don’t miss out! Check the expiration date on your option

certificate.

A B

The 3 year vesting period may vary from country to country. Please check your option certificate to find out your country specific time lines.

If you decide to take action now, you have 2 choices.

Whatever you choose, it will apply to all the stock options you are using at this time (in

a particular ‘window’).

If the exercise price is not at least 10% higher than the grant price then there is no immediate financial gain for you and you won’t be able to use (‘exercise’) and sell stock (cashless transaction).

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Choice 1:Use-and-Sell stock (no cash needed from you)

Buy the stock at the grant price and sell immediately. You then receive the difference between the value of the stock at the grant price and the market value when the shares are sold, less the broker’s fee and any taxes.

Why you might want to do this

• To receive a cash lump sum.

• To enable you to invest the money elsewhere so that you have a broader range of investments, reducing your overall investment risk.

• You do not need to worry about self-funding the taxes due, if any.

Choice 2: Use-and-Buy stock (you buy the stock)

Use your own money to buy the stock at the grant price and become a WPP share owner.

You’ll have to pay this cost and any taxes, before you receive the stock.

Why you might want to do this

• To become a WPP share owner.

• You think that the Group will do well and the stock price is likely to rise and/or you will receive a good level of dividends.

1 2

Throughout this guide, we have included a number of employee scenarios, giving examples of why particular individuals have made the choices they have.

number of stock options granted

grant price

The cost = X

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Only you can decide if the time is right. If you want any help, you should get independent advice from a financial adviser.

WPP will email you when an Exercise date is coming up. You then need to complete a Notice of Exercise form on the Plan website (inside.wpp.com/compensation).

Speak to your Plan Manager if you have any problems.

Should I use (‘exercise’) my stock options now?

How do I start the exercise process?

Your questions answered

Employee scenario 1 - Introducing Sam

Sam has bought his first house. His options granted 3 years ago have now vested, so he decides to ‘exercise and sell stock’ (a cashless transaction) to receive money to contribute towards moving expenses.

What does he need to do?

Sam needs to visit the WWOP website, log in and complete the Notice of Exercise form, selecting ‘exercise and sell stock’ for this year’s vested options.

What will happen?

Sam will receive a payment of the market value of shares on the exercise date, less their value at grant date and any taxes and broker fees. It is likely to take 3 to 6 weeks, following the exercise date, for the proceeds to be paid into Sam’s bank account.

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If you have chosen ‘use and sell’, the stock will be sold on the Exercise date. The broker will take off their fee and transfer the gain to your employer. Your employer will pay the tax and you’ll receive the rest via payroll.

If you have chosen ‘use and buy’, after completing your form you’ll need to pay the grant value of the stock options you are exercising to WPP.

You must pay in £ Sterling if you are purchasing ordinary shares, or US Dollars if buying ADs*.

Your employer will let you know about any tax you need to pay to them.

How do I start the exercise process? Cont.

Any references to tax in this booklet apply only to employees (both income/withholding and social charges).

*You will need to cover any bank charges when you make the wire transfer

Your questions answered

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You can find out the approximate value of your option using the ‘Quick Calc’ on the Plan website:

• Go to inside.wpp.com/compensation • Click through to Worldwide Ownership Plan.

• Click on ‘Market Price calculator’ on the homepage.

Remember, the share price can go up or down. The real value of your stock option can only be calculated when you ‘exercise your options’. Don’t forget that you’ll need to pay the broker’s fee and (in most countries) tax as well.

Can I work out how much I’d get if I ‘use and sell’?

Your questions answered

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No – the stock will be sold on the Exercise date.

However, there’s no need to worry. If the stock price is not at least 10% higher than the grant price, the transaction will not proceed as there would be no financial gain for you.

If I ‘use and sell’, can I set a ‘safety net’ price and not proceed if the stock price drops below it?

Your questions answered

Employee scenario 2 – Introducing Sobia

Sobia is a keen investor. She has a good level of savings, investing in a range of different savings and investment plans. She used her share options last year to become a WPP share owner by selecting ‘exercise and buy stock’. As a result of her exercise and buy transaction last year, almost 10% of her overall savings are invested in WPP. As her income is also reliant on the Group’s success, this year she decides to ‘exercise and sell stock’ and invest the proceeds in a wider range of investments.

What does she need to do?

Sobia needs to visit the WWOP website, log in and complete the online exercise form, selecting ‘exercise and sell stock’ for this year’s vested options.

What will happen?

Sobia will receive a payment of the market value of shares she was granted, less their value at grant, any taxes and broker fees. It is likely to take 3 to 6 weeks, following the Exercise date, for the proceeds to be paid into Sobia’s bank account.

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That depends on how the WPP stock price changes. Of course the price of WPP stock can rise and fall.

You should remember that the price of stock can rise and fall and, if the stock price falls, you may not get back the amount you invested when exercising your options.

There are normally three chances a year – spring, summer and fall/autumn. Check the Plan website (inside.wpp.com/compensation) for Exercise Dates.

Will I get more money if I wait longer to use my options?

When can I use my stock options?

Your questions answered

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You can use (‘exercise’) any options that you’ve had for more than three years and less than 10 years. Each annual grant of options is treated as a ‘unit’ – you can’t choose to use half of your options from a grant and keep the rest. You also have to do the same thing for all the stock options you use at a time – if you want to use and buy, you have to do so for all the options you’re using.

However, you don’t have to use all available batches of grants at the same time – you could choose to use one or more grant(s), leaving the rest until a future Exercise date.

When can I use my stock options?

Your questions answered

Note: most awards have a 3 year vesting and 7 year exercise period, however this may vary from country to country.

Please check your option certificate to find out your country specific time lines.

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Contact your Plan Manager. If the window is still open then you may be able to change your form. However, you should do this as soon as possible as you will not be able to change your decision if your Plan Manager has processed the forms.

What if I want to complete my Notice of Exercise form after the window has closed?Again, contact your Plan Manager. If your Plan Manager has already processed the forms, you’ll have to wait until the next Exercise Date.

What happens if I change my mind after I have submitted my Notice of Exercise form online?

Your questions answered

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How long will it be before I receive my money or WPP stock?If you selected ‘use and sell’, the brokers will send the sale gain (less the brokerage fee) to your employer usually within 3 to 6 weeks of the Exercise Date.

Your employer will normally pass the proceeds onto you via payroll. In most countries, tax will be due and your employing company will deduct this through payroll before making the payment.

Your questions answered

Employee scenario 3 – Introducing Pete…

Pete’s options have now vested. However, he is going away on holiday and won’t have time to think through the best course of action, or see a financial adviser, before the exercise window closes.

What does he need to do?

Pete doesn’t have to do anything.

He shouldn’t worry. You don’t have to exercise your options as soon as they vest, so he won’t ’lose’ his options if he doesn’t exercise them now. Check on your Option certificate for the expiry date (usually 7 years following the vesting date). There are typically three exercise windows each year, and participants can exercise their options during any window before the expiry date, unless they leave WPP employment when they will normally expire immediately.

What will happen?

Pete’s options will remain vested until he chooses to exercise them during a future window, or they expire.

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If you chose ‘use and buy’, you have to pay both the grant value of the options you are using and any taxes due before you receive a stock certificate for the stock you have purchased.

If you’re in the Americas… and you purchased ADRs, your stock will then be deposited directly into a DRS Account (a digital share account) with Citibank, New York, which will be opened up on your behalf. You will be sent a statement confirming the shares deposited, but this will not be released to you until your employing company confirms that your taxes have been paid.

If you’re elsewhere… and you bought ordinary shares, a paper certificate will be issued and sent to your Plan Manager. You will receive your certificate once any taxes have been paid.

How long will it be before I receive my money or WPP stock? Cont.

Your questions answered

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WPP stock is traded on the following stock exchanges:

• The London Stock Exchange, in UK Sterling.

• NASDAQ in New York, in US Dollars in the form of American Depository Shares (ADs).

You can find WPP’s current stock price online, via the ‘Check stock price’ function on the Plan website, and in the financial market section of newspapers.

This depends on local tax systems at the time. Your Plan Manager will be able to explain in general terms how stock options are taxed.

You should remember that no one in WPP can give you advice on your personal tax position. If you want personal tax advice, you should arrange this through your accountant or financial adviser.

Where can I check WPP’s stock price?

Will I be taxed on any profit I make when I exercise my stock options?

Your questions answered

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Can the stock be issued in someone else’s name?No, stock will be issued in your (full, legal) name only.

Your questions answered

Employee scenario 4 – Introducing Tomas…

Tomas currently has three grants of options that he could choose to exercise – one vested this year, and two that vested in earlier years that he has previously chosen to leave until a later date.

He decides he would like to exercise some of his options now as the share price is good.

He already has some savings and investments, but isn’t currently a WPP share owner. He believes the Group is going to do well in future and wants to take advantage of the opportunity to buy WPP shares at a reduced price. So he decides to choose an ‘exercise and buy’ transaction.

Tomas only wants to purchase one of his outstanding awards. All options an employee chooses to exercise in a particular window must be exercised in the same way. So, Tomas decides to exercise one grant and keep his remaining options until a future exercise window.

What does he need to do?

Tomas needs to visit the WWOP website, log in and complete the online exercise form, selecting ‘exercise and buy stock’ for the grant he wishes to exercise.

He will need to make an online payment of the grant price of the options, multiplied by the number of options he was granted. In addition, his employer will inform him of his tax liability and he will need to make a payment of this amount to his employer.

What will happen?

After the payments have been made and a short time after the exercise date, Tomas will receive a share certificate for the shares he has purchased or will receive a DRS statement if he has chosen to buy ADS.

His remaining options will remain available until he chooses to exercise them during a future window, or they expire.

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Don’t worry, you can download copies of your grant option certificates from the Plan website.

You’ll still be able to exercise your stock options if you move within the WPP Group. This also applies if you transfer from one country to another. However, you’ll only be granted new stock options if you work for a company that is wholly owned by WPP at the time of the grant.

It’s your responsibility to notify the Plan Managers in both your old company and new company so that they can amend their records accurately. If you do not, there is a possibility that your stock options will lapse/expire.

What if I have lost my grant option certificate?

What should I do if I transfer to another company within the WPP Group?

Your questions answered

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If you leave due to resignation, you will normally have one last chance to use (‘exercise’) any vested stock options you have been granted. You’ll lose any stock options that have not vested yet (i.e. less than 3 years old). If you are dismissed (gross misconduct), you will lose all your options.

However, if you have left your employment by reason of injury, disability, retirement, or the company or business you work for leaves the WPP Group, you will be able to use your stock options immediately:

• For options granted from November 2015 you must use your options within six months after leaving your employment. The number of options that become usable will not be pro-rated.

• For options granted between January 2006 and November 2014 you must use your options within six months after leaving your employment. The number of options that become usable may be pro-rated.

What happens to my options if I leave WPP?

Your questions answered

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What happens to my vested options if I die?If you die, the executors of your estate will have 12 months from the date of your death to use any options that have already vested as well as a pro-rated amount of unvested options (granted post 1 January 2006) which will automatically vest on your death.

Your questions answered

Employee scenario 5- Introducing Rebekah...

Rebekah currently has two grants of options ready to be exercised - one vested this year, and one in a previous year that she chose to keep until a later date.

Rebekah decides she would like to release some money to pay towards a luxury holiday to celebrate her 10th wedding anniversary next year.

She can choose ‘exercise and sell stock’ (a cashless transaction) for one of her grants. However, the current share price is less than 10% higher than the grant price of her other grant of options. So, she will only be able to ‘exercise and sell stock’ for one of her grants and must leave the other until a later window when the share price has risen further.

What does she need to do?

Rebekah needs to visit the WWOP website, log in and complete the online exercise form for her grants she is able to exercise.

What will happen?

Rebekah will receive a payment of the market value of shares she was granted, less the grant price, any taxes and broker fees.

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If you die, the executors of your estate will have 12 months from the date of your death to exercise any options that have already vested as well as a pro-rated amount of unvested options (granted post 1 January 2006) which will automatically vest on your death.

How can I find out more?

More information…The Worldwide Ownership Plan has a site on the WPP Group intranet containing important information and useful data for Plan participants.

This website enables you to review and manage your stock option portfolio. You can download option certificates and statements, check the exercise timetable and your exercise information, and calculate approximate option values. Additional documents containing more information about the Plan, as well as translations and interactive services in selected languages are also available. You may also receive important requests and reminders from your Plan Manager relating to the administration of the Plan.

Go to inside.wpp.com/compensation and follow the link to Worldwide Ownership Plan.

More questions…If you have any further questions after reading the information on the Plan, your first point of call should be your company’s Plan Manager who administers the Plan at a local level.

If you are unsure who this is, please ask your company financial manager. Your company Plan Manager should be able to answer any questions on eligibility and participation in the Plan.

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Glossary

ADSAmerican Depository Shares quoted on NASDAQ in New York. These are also known as ADRs.

Broker / StockbrokerThe broker, Capita Asset Services, buys and sells the WPP shares when you exercise your options.

Broker’s FeeThe fee charged by WPP’s stockbroker (Capita Asset Services) for handling the exercise of a participant’s options.

DividendsA regular payment made to share owners based on a company’s profits.

Exercise dateThe date on which your stock options are exercised.

Exercise periodSeven years, starting on the third anniversary of the grant date, and ending on the 10th anniversary of the grant date.

Note: This may vary in your country, please check your option certificate.

Exercise / exercising your optionsBenefiting from your options by buying the shares, or cashing in (buying and selling the shares)

Exercise choicesThe two choices open to a participant if they wish to exercise their stock options. (Please note: some countries only allow a Cashless Stock Sale exercise choice, meaning that the participant cannot buy and hold the stock.)

Exercise priceThe amount you have to pay WPP for exercising your stock option; usually the amount of stock multiplied by the grant price.

GrantAn award of stock options.

Grant dateThe date on which you receive your stock option.

Grant priceThe fixed option price (the share price on the Grant date) at which you can purchase shares during the exercise period.

Market Price/Stock priceThe current price of one WPP share as quoted on the London stock Exchange, or one ADs as quoted on the NASDAQ.

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OptionA right to buy or sell shares at a guaranteed price for a specific period of time

Ordinary sharesWPP stock quoted on the London Stock Exchange

The PlanThe WPP Worldwide Ownership Plan/WPP Share Option Plan 2015.

Plan RulesA set of rules that govern the plan and set forth the rights and obligations of the holder of a stock option Plan. If there is any discrepancy between this guide and the Plan Rules, the Plan Rules will apply.

Plan ManagerYour Plan Manager is responsible for administering The Plan locally. Your Plan Manager is your first point of contact, should you have any questions about The Plan.

Pro-ratedPro-ration is calculated by the number of days an employee worked during the vesting period divided by the total number of days in the vesting period.

Stock/ShareA unit of ownership of a company.

Stock Option PlanA share scheme that offers employees a low-risk chance to gain from the success of the Group.

Vesting dateThe date from which you can choose to exercise your options – the 3rd anniversary of the grant date.

Vesting periodThe 3 years following the grant date, during which you cannot exercise your options

WPP Share Option Plan 2015The new name of the legacy Worldwide Ownership Plan (WWOP).

WWOPThe WPP Worldwide Ownership Plan.

WPP stockWPP ordinary shares are traded on the London Stock Exchange in UK £ Sterling and WPP ADs are traded on NASDAQ in New York in US Dollars. One ADs is equal to 5 ordinary shares.

Glossary

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Other important informationThe overall Plan is administered by: HWC Ltd, Channing House, Eagle Way, Sowton, Exeter Devon EX2 7HY UK Tel: +44 (0) 1392 365615 E. [email protected]

The WPP Share Plans Team is based at: WPP, 27 Farm Street, London W1J 5RJ UK

Please note: This guide is intended to provide a reasonably thorough explanation of the WPP Worldwide Ownership Plan/WPP Share Option Plan 2015, using non-technical language where possible. If this document differs from the provisions set out in the WPP Worldwide Ownership Plan/WPP Share Option Plan 2015 Rules, the Plan Rules will take precedence.

Also, if your option was granted under part of The Plan relating to UK tax-advantaged options (and your option certificate will tell you this), if this document differs from the provisions set out in the relevant UK legislation, the UK legislation will take precedence.

For all US recipients: The stock options described in this guide are the subject of a prospectus covering securities that have been registered under the Securities Act of 1933. Please refer to the Prospectus for Worldwide Ownership Plan for more complete detail regarding The Plan. The prospectus can be viewed on the Plan website, which can be accessed via inside.wpp.com/compensation.

Warning for participants in Hong Kong: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the option. If you are in any doubt about the contents of this document, you should obtain independent professional advice.

Please note: that The Plan and award you hold under it does not form part of any contract of employment between you and WPP Group company and WPP reserves the right to make changes to the Plan as it sees fit.

© WPP plc Registered in Jersey, Number 111714 Registered Office: Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES