2nd May 2006 17:07
2 May 2006 Hays plc Hays plc (theCompany) wishes to notify the grant of the awards detailed belowto Paul Venables following commencement of his appointment as finance directorof the Company on 1 May 2006.On 2 May 2006, Mr Venables was granted a conditional right to receive 41,420ordinary shares in the Company (the Restricted Share Award). The RestrictedShare Award is granted on terms equivalent to those of the Company's DeferredEquity Share Plan save as modified to enable an award to be made to anexecutive director. The Restricted Share Award will vest on 14 December 2008provided that Mr Venables remains in employment with the Company until thatdate; he will not be required to pay for these shares on vesting.Mr Venables has been invited to commit up to 71,005 ordinary shares on termsbroadly equivalent to the Company's Long Term Co-Investment Plan. These sharesmust be committed by 30 June 2006. If Mr Venables commits the maximum number ofshares he will be potentially entitled (without payment) to 355,025 MatchingShares (before tax thereon) subject to satisfaction of applicable performanceconditions over a three year period. The shares under the Restricted ShareAward to Mr Venables will count towards the maximum number of shares he hasbeen invited to commit, even though he is not the beneficial owner of suchshares prior to their vesting.Any Restricted Shares or Matching Shares to which Mr Venables becomes entitledshall be satisfied out of existing ordinary shares only.The Remuneration Committee considered the grant of the Restricted Share Awardand the invitation to commit ordinary shares essential to secure Mr Venables'services, and is satisfied that the awards are appropriate and will align MrVenables' interests with those of shareholders. As this is a specialarrangement to facilitate, in unusual circumstances, Mr Venables' recruitmentas finance director, shareholder approval is not required by virtue of 9.4.2(2)R of the Listing Rules.For further information in respect of this announcement please contact StefanBort, Assistant Company Secretary on 0207 614 9418.Stefan BortAssistant Company SecretaryHays PlcLD910540/8 101320-0171 Page 1ENDHAYS PLCRelated Shares:
Hays