JD Sports Fashion: Deferred Bonus Plan Rules

The JD Sports Fashion Plc 2022 Deferred Bonus Plan

  1. any other condition of the Bonus Award;
  2. the financial year to which it refers; And
  3. whether Rule 7 (Malus) and/or Rule 8 (Clawback) apply to the Bonus Award and any Bonus Cash and/or Stock Award delivered under such Bonus Award.

Notwithstanding the foregoing, a Bonus Award Certificate shall be in such form as the Board may determine from time to time.

Non-Transferable Bonus Prizes

A Bonus Prize will be personal to the Participant and, except in the event of the death of a Participant, a Bonus Prize may not be transferred, debited or otherwise alienated and will immediately expire if the Participant attempts to transfer, debited or otherwise alienate the Bonus Prize.

Performance targets and conditions

The assignment of the Bonus will be subject to the achievement of the Performance Objectives for the reference year and/or to any other conditions established by the Board.

The Board may also adjust the Bonus related to a Bonus Award upwards or downwards (including for the avoidance of doubt down to zero) after the application of any Performance Objective and/or any other conditions imposed on the Bonus Award if in his opinion:

the level of the Bonus resulting from the application of the Performance Objective and/or any other condition does not fairly and accurately reflect the performance of the Company, the Group or any Member of the Group; and/or

the level of the Bonus resulting from the application of the Performance Objective and/or the conditions does not correctly and correctly reflect the performance of the Participant; and/or

there is another factor or there are other circumstances which would make the level of the Bonus resulting from the application of the Performance Target and/or any other conditions inappropriate, without adjustment.

Replacement, variation or waiver of Performance Objectives and conditions

The Board may waive or amend any performance targets and any other conditions imposed under Rule 1.7 in accordance with the relevant terms.

If an event occurs such as to cause the Board to deem any Performance Objective and/or any other condition for which a Bonus has been allocated no longer appropriate, the Board may replace, vary or waive this Performance Objective and/or any other condition in such a way (and make consequential changes to the Rules) as:

  1. is reasonable in the circumstances; And
  2. except in the case of a waiver, it produces a fairer measure of performance and is no less materially difficult to satisfy than if the event had not occurred.

The Bonus Award will therefore be effective subject to the Performance Objectives and/or to any other condition that may be replaced or changed or waived.

Notification of award holders

The Board will, as soon as practicable, notify each Participant concerned of any decision taken by it under Rule 1.7 or Rule 1.8.

2. Verification of the Objectives and Performance conditions and determination of the Bonus

Verification of performance objectives and conditions

As soon as practicable after the close of the Financial Year for which a Bonus Award has been awarded, the Board will determine to what extent the Performance Objectives and/or any other conditions imposed on

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