Conditional Grant of Shares

RNS Number : 7547F

Clarke(T.) PLC

29 April 2014

TCLARKE PLC

EQUITY INCENTIVE PLAN - CONDITIONAL GRANT OF SHARES

On 29^th April 2014, directors of the Company were granted conditional share awards over ordinary shares of 10p each in the capital of the Company ('shares') under the TClarke plc Equity Incentive Plan ('the Plan').

Details of the directors and the number of conditional share awards granted to them under the Plan are as follows:

Director	Number of conditional shares awarded
Mark Lawrence	85,000
Mike Crowder	85,000
Martin Walton	85,000

No consideration was paid for the grant of the conditional share awards. The conditional share awards will normally vest on 29^th April 2017, being the third anniversary of the date of grant, subject to continued employment with the Company and satisfaction of the earnings per share performance condition as set out below.

Annual growth in EPS above RPI	Proportion of award vesting
Less than 3%	Nil
3%	25%
Between 3% and 10%	Between 25% and 100% on a straight line basis
Above 10%	100%

The following conditional share awards granted on 16 June 2011 ('the 2011 awards') have lapsed as the minimum performance conditions were not met:

Director	Number of conditional shares lapsed
Mark Lawrence	85,000
Mike Crowder	85,000
Martin Walton	85,000

Following the grant of the conditional share awards and the lapse of the 2011 awards these directors hold the following interests in the issued share capital of the Company.

Director	Beneficial interest in the shares of the Company	% of the issued share capital of the Company	Total number of conditional share awards held	Total number of options
Mark Lawrence	20,000	0.05%	315,000	139,273
Mike Crowder	12,000	0.03%	315,000	139,273
Martin Walton	10,000	0.02%	315,000	139,273